As filed with the Securities and Exchange Commission on May 13, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Farmers National Banc Corp.

(Exact name of Registrant as specified in its charter)

Ohio	6022	34-1371693
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

20 South Broad Street, Canfield, Ohio 44406

(330) 533-3341

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin J. Helmick

President and Chief Executive Officer

Farmers National Banc Corp.

20 South Broad Street, Canfield, Ohio 44406

(330) 533-3341

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J. Bret Treier, Esq. Vorys, Sater, Seymour and Pease LLP 50 S. Main Street Suite 1200 Akron, Ohio 44308 Phone: (330) 208-1015 Kenneth B. Tabach, Esq. Hugh T. Wilkinson, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W. Suite 100 Washington, DC 20007 Phone: (202) 295-4500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an “x” in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐  Exchange Act Rule 13e-4(i)(Cross-Border Tender Offer)

☐  Exchange Act Rule 14d-1(d)(Cross-Border Third Party Tender Offer)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE ISSUED UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION—DATED MAY 13, 2022

MERGER PROPOSAL – YOUR VOTE IS VERY IMPORTANT

Farmers National Banc Corp. (“Farmers”), FMNB Merger Subsidiary V, LLC, a newly-formed wholly-owned subsidiary of Farmers (“Merger Sub”), and Emclaire Financial Corp. (“Emclaire”), have entered into an Agreement and Plan of Merger dated as of March 23, 2022 (the “Merger Agreement”), which provides for the merger of Emclaire with and into Merger Sub (the “Merger”). Consummation of the Merger is subject to certain conditions, including, but not limited to, obtaining the requisite vote of the shareholders of Emclaire and the approval of the Merger by various regulatory agencies. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Under the terms of the Merger Agreement, at the effective time of the Merger, each Emclaire common share will be converted into the right to receive, at the election of the holder of such Emclaire common share, either: (i) 2.15 common shares, without par value, of Farmers, or (ii) $40.00 in cash, subject to certain allocation procedures set forth in the Merger Agreement intended to ensure that 70% of the outstanding shares of Emclaire common stock are converted into the right to receive Farmers common shares and 30% of the outstanding shares of Emclaire common stock are converted into the right to receive cash. See “SUMMARY – What Emclaire shareholders will receive in the Merger” on page [●].

Farmers will not issue any fractional common shares in connection with the Merger. Instead, each holder of shares of Emclaire common stock who would otherwise be entitled to receive a fraction of a Farmers common share (after taking into account all Emclaire common stock owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the Farmers fractional common share to which such holder would otherwise be entitled (rounded to the nearest thousandth when expressed in decimal form), multiplied by the average, rounded to the nearest one tenth of a cent, of the closing sale prices of Farmers common shares based on information reported by The NASDAQ Capital Market (“NASDAQ”) for the five consecutive full trading days ending on the day preceding the closing date.

Emclaire will hold a special meeting of its common shareholders to vote on the adoption and approval of the Merger Agreement. The special meeting of Emclaire’s common shareholders will be held virtually at: 9:00 a.m., local time, on [●], 2022.

At the special meeting, Emclaire’s common shareholders will be asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The common shareholders will also be asked to vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Emclaire’s named executive officers that is based on or otherwise relates to the Merger (the “Emclaire compensation proposal”), and a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger.

This document is a proxy statement of Emclaire that it is using to solicit proxies for use at the special meeting of common shareholders to vote on the Merger. It is also a prospectus relating to Farmers’ issuance of its common shares in connection with the Merger. This proxy statement/prospectus describes Emclaire’s special meeting, the Merger proposal and other related matters. The solicitation will be by mail, telephone, and electronic means, the cost of which will be borne by Emclaire.

The board of directors of Emclaire has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that Emclaire’s common shareholders vote “FOR” the adoption and approval of the Merger Agreement, “FOR” the Emclaire compensation proposal and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

Farmers’ common shares are traded on NASDAQ under the symbol “FMNB.” On March 23, 2022, the date of execution of the Merger Agreement, the closing price of Farmers common shares was $17.02 per share. On [●], 2022, the closing price of Farmers common shares was $[●] per share. The value of Farmers common shares at the time of completion of the Merger could be greater than, less than or the same as the value of Farmers common shares on the date of this proxy statement/prospectus. We urge you to obtain current market quotations for Farmers common shares (trading symbol “FMNB”) and Emclaire common stock (trading symbol “EMCF”).

You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page [32] for a discussion of the risks related to the Merger and owning Farmers common shares after the Merger.

Whether or not you plan to attend the special meeting, you are urged to vote by completing, signing and returning the enclosed proxy card in the enclosed postage-paid envelope. We urge you to read carefully this proxy statement/prospectus, which contains a detailed description of the special meeting, the Merger proposal, Farmers common shares to be issued in the Merger and other related matters.

Sincerely,

William C. Marsh

Chairman of the Board, President & Chief Executive Officer

Emclaire Financial Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Farmers common shares to be issued in the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Merger described in this proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other federal or state governmental agency.

This proxy statement/prospectus is dated [●], 2022, and is first being mailed or otherwise delivered to Emclaire common shareholders on or about [●], 2022.

EMCLAIRE FINANCIAL CORP.

612 Main Street

Emlenton, Pennsylvania 16373

Notice of Special Meeting of Shareholders

To be held on [●], 2022

To the Shareholders of Emclaire Financial Corp.:

Notice is hereby given that a special meeting of the shareholders of Emclaire Financial Corp. (“Emclaire”) will be held virtually at 9:00 a.m. local time on [●], 2022, for the purpose of considering and voting on the following matters:

1. A proposal to adopt and approve the Agreement and Plan of Merger dated as of March 23, 2022, by and among Emclaire, Farmers National Banc Corp. and FMNB Merger Subsidiary V, LLC (the “Merger Agreement”);

2. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Emclaire’s named executive officers that is based on or otherwise relates to the merger (the “Emclaire compensation proposal”); and

3. A proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

Emclaire has decided to hold the special meeting in a virtual format only. Shareholders of record at the close of business on [●], 2022 may attend the virtual special meeting, vote and submit questions during the meeting. You may use your computer or mobile device to access the virtual special meeting on the Internet at https://web.lumiagm.com/294482803. The passcode for the special meeting, which is case sensitive is: emclaire2022. We encourage you to access the meeting prior to the start time to allow for ample time for the check-in process.

Holders of record of shares of Emclaire common stock at the close of business on [●], 2022, the record date, are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of a majority of the votes cast by all Emclaire shareholders entitled to vote on the proposal at the special meeting, is required to adopt and approve the Merger Agreement.

A proxy statement/prospectus and proxy card for the special meeting are enclosed. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Emclaire common stock you own. Please vote as soon as possible to ensure that your shares of common stock are represented at the special meeting. To assure that your shares of Emclaire common stock will be voted at the meeting, please indicate your voting instructions: (i) over the Internet at www.voteproxy.com, (ii) by telephone at 1-800-776-9437, or (iii) by completing and signing the enclosed proxy card and returning it promptly in the enclosed, postage prepaid, addressed envelope. No additional postage is required if mailed in the United States. The giving of a proxy will not affect your right to vote during the meeting if you virtually attend the special meeting. If your shares are held in the name of a broker, bank, or other nominee, please follow the instructions on the voting instruction form furnished by such broker, bank, or other nominee.

The Emclaire board of directors recommends that you vote (1) ”FOR” the adoption and approval of the Agreement and Plan of Merger; (2) ”FOR” the approval of the Emclaire compensation proposal; and (3) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

If you have any questions regarding the accompanying proxy statement/prospectus, please contact Alliance Advisors, Emclaire’s proxy solicitor, by calling 833-757-0767, or by email to emcf@allianceadvisors.com.

By Order of the Board of Directors,

William C. Marsh

Chairman of the Board

President & Chief Executive Officer

[●], 2022

WHERE YOU CAN FIND MORE INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Farmers National Banc Corp. (“Farmers”) and Emclaire Financial Corp. (“Emclaire”) from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain any of the documents filed with or furnished to the SEC by Farmers and Emclaire, respectively, at no cost from the SEC’s website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below. Certain information filed by Farmers with the SEC is also available, without charge, through Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section. Certain information filed by Emclaire with the SEC is also available, without charge, through Emclaire’s website at www.emclairefinancial.com under the “Investor Relations” section.

Farmers has filed with the SEC a registration statement on Form S-4 to register its common shares to be issued to Emclaire shareholders as part of the Merger consideration. This document is a part of that registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. These documents are available, without charge, to you upon written or oral request at the applicable company’s address and telephone number listed below:

Farmers National Banc Corp. 20 South Broad Street Canfield, Ohio 44406 Attention: Investor Relations (330) 533-3341 Emclaire Financial Corp. 612 Main Street Emlenton, Pennsylvania 16373 Attention: Jennifer A. Poulsen, Secretary (844) 767-2311

To obtain timely delivery of these documents, you must request the information no later than [●], 2022, five business days before the date of the Emclaire special meeting, in order to receive them before the Emclaire special meeting.

Farmers’ common shares are traded on The NASDAQ Capital Market under the symbol “FMNB.” Emclaire’s common shares are traded on The NASDAQ Capital Market under the symbol “EMCF.”

Neither Farmers nor Emclaire has authorized anyone to provide you with any information other than the information included in this document and documents which are incorporated by reference. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this document and the documents incorporated by reference are accurate only as of their respective dates. Each of Farmers’ and Emclaire’s business, financial condition, results of operations and prospects may have changed since those dates. Neither the mailing of this proxy statement/prospectus to holders of Emclaire common stock nor the issuance by Farmers of shares of Farmers common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Farmers has been provided by Farmers and information contained in this proxy statement/prospectus regarding Emclaire has been provided by Emclaire.

See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●] for further information.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING	1
SUMMARY	8
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FARMERS	17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR EMCLAIRE	19
SUMMARY SELECTED PRO FORMA CONDENSED COMBINED DATA	22
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER	23
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET	25
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF INCOME	26
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	28
UNAUDITED COMPARATIVE PER SHARE DATA	31
RISK FACTORS	32
FORWARD-LOOKING STATEMENTS	37
THE SPECIAL MEETING OF SHAREHOLDERS OF EMCLAIRE	39
Time, Date and Place	39
Matters to be Considered	39
Record Date; Shares Outstanding and Entitled to Vote	39
Votes Required; Quorum	40
Solicitation and Revocation of Proxies	41
PROPOSALS SUBMITTED TO EMCLAIRE SHAREHOLDERS	43
Merger Proposal	43
Advisory Approval of Executive Compensation to be Paid in the Merger	43
Adjournment Proposal	43
Other Matters to Come Before the Special Meeting	44
THE MERGER	45
The Proposed Merger and Subsidiary Bank Merger	45
Background of the Merger	45
Emclaire’s Reasons for the Merger	48
Recommendation of the Emclaire Board of Directors	50
Opinion of Emclaire’s Financial Advisor	51
Farmers’ Reasons for the Merger	59
Regulatory Approvals Required	59
Interests of Emclaire’s Directors and Executive Officers in the Merger	59
Golden Parachute Compensation	63
Absence of Appraisal or Dissenters’ Rights	64
Material U.S. Federal Income Tax Consequences of the Merger	65
Accounting Treatment	69
Stock Exchange Listings	69
Resale of Farmers Common Shares	69

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THE MERGER AGREEMENT	70
Explanatory Note Regarding the Merger Agreement	70
Effects of the Merger	70
Effective Time of the Merger	71
Merger Consideration	71
Covenants and Agreements	72
Representations and Warranties	77
Conditions to the Merger	80
Termination; Termination Fee	81
Effect of Termination	83
Amendments, Extensions and Waivers	83
Stock Market Listing	83
Fees and Expenses	83
COMPARISON OF CERTAIN RIGHTS OF EMCLAIRE SHAREHOLDERS AND FARMERS SHAREHOLDERS	84
Quorum of Shareholders	84
Call of Special Meeting of Shareholders	84
Authorized Capital	84
Voting Rights	85
Removal of Directors	85
Pre-emptive Rights	85
Amendment of Articles of Incorporation and Code of Regulations or Bylaws	85
Votes Required to Approve Certain Transactions	86
Provisions with Anti-Takeover Effects	87
INFORMATION ABOUT EMCLAIRE	88
Share Ownership of Certain Emclaire Beneficial Owners and Management	88
Description of Emclaire’s Business	89
EXPERTS	90
LEGAL MATTERS	90
EMCLAIRE FUTURE SUBMISSION OF SHAREHOLDER PROPOSALS	90
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	91
ANNEX A – Agreement and Plan of Merger	A-1
ANNEX B – Opinion of Raymond James & Associates, Inc.	B-1

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the special meeting. You are urged to read carefully the remainder of this document because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because Farmers National Banc Corp. (“Farmers”), FMNB Merger Subsidiary V, LLC (“Merger Sub”) and Emclaire Financial Corp. (“Emclaire”) have agreed to merge under the terms of an Agreement and Plan of Merger dated as of March 23, 2022 (the “Merger Agreement”), attached to this proxy statement/prospectus as Annex A. Pursuant to the terms of the Merger Agreement, Emclaire will merge with and into Merger Sub, with Merger Sub as the surviving entity (the “Merger”). In order to complete the Merger, the common shareholders of Emclaire must vote to approve and adopt the Merger Agreement. Following the Merger, Merger Sub will be dissolved and liquidated. At a later time as soon as practicable after the effective time of the Merger, and pursuant to the subsidiary bank merger agreement, The Farmers National Bank of Emlenton (“Emlenton Bank”), a national banking association and wholly-owned subsidiary of Emclaire, will merge with and into The Farmers National Bank of Canfield, a national banking association and wholly-owned subsidiary of Farmers (“Farmers Bank”), with Farmers Bank being the surviving entity.

This proxy statement/prospectus contains important information about the Merger and the special meeting of the common shareholders of Emclaire, and you should read it carefully. The enclosed voting materials allow you to vote your Emclaire common shares without attending the special meeting.

Q: What will holders of Emclaire common shares receive in the Merger?

A: At the effective time of the Merger, it is anticipated that each Emclaire common share will be converted into the right to receive, at the election of the holder of such Emclaire common share, either:

• 2.15 Farmers common shares, or

• $40.00 in cash,

subject to certain allocation procedures set forth in the Merger Agreement that are intended to ensure that 70% of the outstanding Emclaire common shares are converted into the right to receive Farmers common shares and 30% of the outstanding Emclaire common shares are converted into the right to receive cash.

On March 23, 2022, the date the Merger Agreement was executed, the per share closing price for Farmers common shares was $17.02, which, after giving effect to the exchange ratio of 2.15 and the cash amount of $40.00, would have an implied value of approximately $37.62 per Emclaire common share. As of [●], 2022, the most reasonably practicable date prior to the mailing of this proxy statement/prospectus, the closing price for Farmers common shares was $[●], which had an implied value of approximately $[●] per Emclaire common share. Based on this price with respect to the stock consideration, and the cash consideration of $40.00 per share, upon completion of the Merger, an Emclaire common shareholder who receives stock for 70% of his or her common shares and receives cash for 30% of his or her common shares would receive total Merger consideration with an implied value of approximately $[●] per Emclaire common share.

All shares of Series C, Non-Cumulative Preferred Stock and Series D Non-Cumulative Preferred Stock of Emclaire issued and outstanding immediately prior to the effective time of the Merger will be redeemed by Emclaire and no Merger consideration and/or cash in lieu of fractional shares will be delivered in exchange for such shares. All Emclaire common shares that are owned directly by Emclaire or Farmers or any of its affiliates will be cancelled and cease to exist, and no Merger consideration and/or cash in lieu of fractional shares will be delivered in exchange for such shares.

1

Farmers will not issue any fractional common shares in connection with the Merger. Instead, each Emclaire common shareholder who would otherwise be entitled to receive a fraction of a Farmers common share (after taking into account all Emclaire common shares owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the Farmers fractional common share to which such holder would otherwise be entitled (rounded to the nearest thousandth when expressed in decimal form) multiplied by the average, rounded to the nearest one tenth of a cent, of the closing sale prices of Farmers common shares based on information reported by The NASDAQ Capital Market (“NASDAQ”) for the five consecutive full trading days ending on the day preceding the closing date of the Merger.

Q: Can I make an election to select the form of merger consideration I desire to receive?

A: You will have the opportunity to elect the form of consideration to be received for your Emclaire common shares, subject to certain adjustment and allocation procedures set forth in the Merger Agreement. These procedures are intended to ensure that 70% of the outstanding Emclaire common shares will be converted into the right to receive Farmers common shares and 30% of the outstanding Emclaire common shares will be converted into the right to receive cash. Therefore, your ability to receive the cash or share elections of your choice will depend on the elections of other Emclaire common shareholders. The allocation of the mix of consideration payable to Emclaire common shareholders in the Merger will not be known until Farmers tallies the results of the cash and share elections made by Emclaire common shareholders, which may not occur until shortly after the closing of the Merger.

It is unlikely that elections will be made in the exact proportions provided for in the Merger Agreement. As a result, the Merger Agreement describes procedures to be followed if Emclaire common shareholders in the aggregate elect to receive more or less of the Farmers common shares than Farmers has agreed to issue. These procedures are summarized below.

• If Shares Are Oversubscribed: If Emclaire common shareholders elect to receive more Farmers common shares than Farmers has agreed to issue in the Merger, then all Emclaire common shareholders who have elected to receive cash or who have made no election will receive cash for their Emclaire common shares and all shareholders who elected to receive Farmers common shares will receive a pro rata portion of the available Farmers shares plus cash for those common shares not converted into Farmers common shares.

• If Shares Are Undersubscribed: If Emclaire common shareholders elect to receive fewer Farmers common shares than Farmers has agreed to issue in the Merger, then all Emclaire common shareholders who have elected to receive Farmers common shares will receive Farmers common shares and those shareholders who elected to receive cash or who have made no election will be treated in the following manner:

• If the number of common shares held by Emclaire common shareholders who have made no election is sufficient to make up the shortfall in the number of Farmers common shares that Farmers is required to issue, then all Emclaire common shareholders who elected cash will receive cash, and those shareholders who made no election will receive both cash and Farmers common shares in such proportion as is necessary to make up the shortfall.

• If the number of common shares held by Emclaire common shareholders who have made no election is insufficient to make up the shortfall, then all Emclaire common shareholders who made no election will receive Farmers common shares and those Emclaire common shareholders who elected to receive cash will receive cash and Farmers common shares in such proportion as is necessary to make up the shortfall.

No guarantee can be made that you will receive the amounts of cash and/or shares you elect. As a result of the allocation procedures and other limitations outlined in this document and the Merger Agreement, you may receive Farmers common shares or cash in amounts that vary from the amounts you elect to receive.

2

Q: How do Emclaire common shareholders make their election to receive cash, Farmers common shares or a combination of both?

A: Each Emclaire common shareholder of record will receive an election form and letter of transmittal, which you should complete and return, along with your Emclaire share certificate(s) or evidence of book-entry shares, according to the instructions printed on the form. The election deadline will be 5:00 p.m., Eastern Time, on [●], 2022 (the “Election Deadline”). A copy of the election form and letter of transmittal is being mailed under separate cover on or about the date of this proxy statement/prospectus.

If you do not send in the election form with your share certificate(s) by the Election Deadline, you will be treated as though you had not made an election.

Q: Can I change my election?

A: You may change your election at any time prior to the Election Deadline by submitting to Computershare Inc. and Computershare Trust Company, N.A. (the “Exchange Agent”) written notice accompanied by a properly completed and signed, revised election form. You may revoke your election by submitting written notice to the Exchange Agent prior to the Election Deadline or by withdrawing your share certificates or evidence of book-entry shares prior to the Election Deadline. Emclaire common shareholders will not be entitled to change or revoke their elections following the Election Deadline.

Q: What happens if I do not make a valid election to receive cash or Farmers common shares?

A: If you do not return a properly completed election form by the Election Deadline specified in the election form, your Emclaire common shares will be considered “non-election shares” and will be converted into the right to receive the share consideration or the cash consideration according to the allocation procedures specified in the Merger Agreement. Generally, in the event one form of consideration (cash or Farmers common shares) is undersubscribed in the Merger, that form of consideration will be allocated to the Emclaire common shares for which no election has been validly made before shares of common shareholders electing the oversubscribed form of consideration will be switched to the undersubscribed form of consideration pursuant to the proration and adjustment procedures. Accordingly, while electing one form of consideration will not guarantee you will receive that form for all of your Emclaire common shares, in the event proration is necessary electing shares will have a priority over non-electing shares.

Q: What are the material U.S. federal income tax consequences of the Merger to holders of Emclaire common stock?

A: The closing of the Merger is conditioned upon the receipt by each of Farmers and Emclaire of a legal opinion that the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). However, the federal tax consequences of the Merger to an Emclaire shareholder will depend primarily on whether a shareholder exchanges the shareholder’s shares of Emclaire common stock solely for Farmers common shares, solely for cash or for a combination of Farmers common shares and cash. Holders of Emclaire common stock who exchange their shares of common stock solely for Farmers common shares generally will not recognize a gain or loss except with respect to cash received in lieu of a fractional Farmers common share. Holders of Emclaire common stock who exchange their shares of common stock solely for cash generally will recognize a gain or loss on the exchange. Holders of Emclaire common stock who exchange their shares of common stock for a combination of Farmers common shares and cash may recognize a gain, but not any loss, on the exchange. The actual U.S. federal income tax consequences to holders of Emclaire common stock of electing to receive cash, Farmers common shares or a combination of cash and shares will not be ascertainable at the time such holders make their election because it will not be known at that time how, or to what extent, the allocation and proration procedures will apply.

3

For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, please see the section “THE MERGER – Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

The consequences of the Merger to any particular Emclaire shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine the tax consequences of the Merger to you.

Q: Does Emclaire anticipate paying any dividends prior to the effective date of the Merger?

A: Yes. Under the terms of the Merger Agreement, Emclaire is permitted to pay its common shareholders its regular quarterly dividends not exceeding $0.31 per common share, and its preferred shareholders its regular semi-annual dividends.

Q: When and where will the Emclaire special meeting of shareholders take place?

A: The special meeting of shareholders of Emclaire will be held virtually at 9:00 a.m., local time, on [●], 2022.

Shareholders of record at the close of business on [●], 2022 may attend the virtual special meeting, vote and submit questions during the meeting. You may use your computer or mobile device to access the virtual special meeting on the Internet at https://web.lumiagm.com/294482803. The passcode for the special meeting, which is case sensitive is: emclaire2022. We encourage you to access the meeting prior to the start time to allow for ample time for the check-in process.

Q: Why is Emclaire holding a virtual meeting instead of a physical meeting?

A: Virtual meetings embrace the latest technology to provide expanded access, improved communication and cost savings for shareholders. A virtual special meeting will enable more Emclaire shareholders to attend and participate in the special meeting since they can participate from any location around the world with Internet access. We also believe holding the special meeting virtually will help safeguard the health of all meeting participants in view of the concerns regarding the ongoing Coronavirus pandemic.

Q: What matters will be considered at the Emclaire special meeting?

A: The common shareholders of Emclaire will be asked to vote to (1) adopt and approve the Merger Agreement; (2) approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Emclaire’s named executive officers that is based on or otherwise relates to the Merger (the “Emclaire compensation proposal”); and (3) approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

Q: What does the board of directors of Emclaire recommend with respect to the matters to be considered at the special meeting?

A. Emclaire’s board of directors has determined that the Merger Agreement is in the best interests of Emclaire and its shareholders and recommends that Emclaire common shareholders vote “FOR” the proposal to adopt and approve the Merger Agreement, “FOR” the Emclaire compensation proposal, and “FOR” the proposal to adjourn the special meeting to solicit additional proxies if there are insufficient votes to adopt and approve the Merger Agreement.

Q: Is my vote needed to adopt and approve the Merger Agreement and to approve the other matters?

A: Yes. The adoption and approval of the Merger Agreement, pursuant to the Pennsylvania Entity Transactions Law (“PAETL”) and as a condition precedent to the obligations of the parties to effect the Merger, requires

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the affirmative vote of the holders of a majority of the votes cast by all Emclaire shareholders entitled to vote on the proposal at the special meeting.

As of [May 12], 2022, directors and executive officers of Emclaire beneficially owned an aggregate of [471,020] shares of Emclaire common stock, an amount equal to approximately [17.2]% of the outstanding shares of Emclaire common stock. Each of the directors of Emclaire, who, collectively, beneficially own shares of Emclaire common stock entitling them to cast 452,761 votes with respect to each proposal to be presented at the special meeting, entered into voting agreements with Farmers on March 23, 2022, pursuant to which they are required, subject to certain terms and conditions, to vote their Emclaire common shares in favor of the adoption and approval of the Merger Agreement.

In addition, the affirmative vote of a majority of the total votes present, in person or by proxy, at the special meeting is required to approve the Emclaire compensation proposal.

The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. The affirmative vote of the holders of a majority of the total votes present, in person or by proxy, at the special meeting is required to adjourn the special meeting.

Q: How do I vote?

A: If you were the record holder of an Emclaire common share as of [●], 2022, you may vote (i) via the Internet at www.voteproxy.com by following the instructions contained on that website, (ii) by telephone at 1-800-776-9437, (iii) by completing and signing the enclosed proxy card and returning it promptly in the enclosed, postage prepaid, addressed envelope, or (iv) by virtually attending the virtual special meeting and voting during the meeting. Proxies properly executed and delivered by shareholders (via the Internet, telephone or by mail as described above) and timely received by Emclaire will be voted at the special meeting in accordance with the instructions contained therein. If you authorize a proxy to vote your shares over the Internet or by telephone, you should not return a proxy by mail (unless you are revoking your previous proxy).

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance to attend and vote at the special meeting. To register in advance of the special meeting, you must first obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the special meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15^th Avenue

Brooklyn, NY 11219

Q: What will happen if I fail to vote or abstain from voting?

A: The failure to return your proxy card or vote at the special meeting, will have no effect on the proposal to adopt and approve the Merger Agreement, the Emclaire compensation proposal or the proposal to adjourn the special meeting, if necessary, to solicit additional proxies. If you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to adopt and approve the Merger Agreement, it will have no effect on the voting on the proposal. If you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the Emclaire compensation proposal or the proposal to adjourn the special meeting, it will have the same effect as a vote “AGAINST” the proposal.

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Q: How will my shares of common stock be voted if I return a blank proxy card?

A: If you sign, date and return your proxy card and do not indicate how you want your common shares to be voted, then your shares will be voted “FOR” the adoption and approval of the Merger Agreement, “FOR” the Emclaire compensation proposal, and, if necessary, “FOR” the approval of the adjournment of the special meeting to solicit additional proxies.

Q: Can I change my vote after I have submitted my proxy?

A: An Emclaire shareholder who votes via the Internet or telephone or returns a proxy via mail may revoke it at any time before it is voted at the special meeting by: (i) delivering written notice of revocation to Jennifer A. Poulsen, Secretary, Emclaire Financial Corp., 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373, telephone: (844) 767-2311; (ii) executing and returning a later-dated proxy; (iii) voting again via the Internet or telephone, or (iv) attending the virtual special meeting and voting during the meeting after giving written notice to the Secretary of Emclaire. Only the latest dated written proxy, or Internet or telephone proxy submitted by a shareholder prior to the special meeting will be counted.

Your attendance at the virtual special meeting will not, by itself, revoke your proxy.

Q: If my shares are held in “street name,” will my bank, broker, or other nominee vote my shares for me?

A. Your bank, broker, or other nominee will vote any shares you hold in “street name” only if you provide instructions to them on how to vote your shares. You should follow the directions provided by your bank, broker, or other nominee to vote your shares. If you do not provide your bank, broker, or other nominee with instructions on how to vote your shares held in “street name,” they will not be permitted to vote your shares, and your shares will not be counted in determining the outcome of the proposals at the special meeting.

Q: What will happen if Emclaire shareholders do not approve the advisory vote on executive compensation?

A: Approval of this proposal is not a condition to the completion of the Merger. The vote is an advisory vote and will not be binding on Emclaire. Therefore, if the other requisite shareholder approvals are obtained, the executive compensation payable in connection with the Merger will still be paid as long as any other conditions applicable thereto occur.

Q: What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

A: If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

Q: Are Emclaire common shareholders entitled to dissenters’ rights?

A: No. In accordance with Section 1571(b) of the PAETL, the holders of a corporation’s shares of any class do not have the right to dissent and obtain payment of the fair value of the shares if, on the record date fixed to determine the shareholders entitled to notice of and to vote at the special meeting, the shares are listed on a national securities exchange. Accordingly, because Emclaire is listed on NASDAQ, the holders of Emclaire common shares are not entitled to dissenters’ rights in connection with the Merger.

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Q: When is the Merger expected to be completed?

A: We are working to complete the Merger as quickly as possible. We expect to complete the Merger in the second half of 2022, assuming shareholder approval and all applicable governmental approvals have been received by then and all other conditions precedent to the Merger have been satisfied or waived.

Q: What happens if the Merger is not completed?

A: If the Merger is not completed, Emclaire shareholders will not receive any consideration for their Emclaire common shares in connection with the Merger. Instead, Emclaire will remain an independent company. In addition, if the Merger Agreement is terminated in certain circumstances, a termination fee may be required to be paid by Emclaire to Farmers.

Q: Should Emclaire shareholders send in their share certificates now?

A: No. You should send your share certificates in pursuant to the election form according to the instructions printed on such form. If you do not submit the election form, either at the time of closing or shortly after the Merger is completed, the Exchange Agent for the Merger will send you a letter of transmittal with instructions informing you how to send in your share certificates to the Exchange Agent. You should use the letter of transmittal to exchange your certificates for Emclaire common shares for the Merger consideration. Do not send in your share certificates with your proxy form.

Q: What do I need to do now?

A: You should carefully review this proxy statement/prospectus, including its Annexes. If you are an Emclaire common shareholder, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible or submit your vote via the Internet or telephone. By submitting your proxy, you authorize the individuals named in the proxy to vote your common shares at the special meeting of shareholders in accordance with your instructions. Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your common shares will be voted at the special meeting.

Q: Are there risks that I should consider in deciding whether to vote in favor of the Merger Agreement and the other proposals to be acted upon at the special meeting?

A: Yes. You should read and carefully consider the risk factors set forth in the section of this proxy statement/prospectus entitled “RISK FACTORS” beginning on page [32].

Q: Who can answer my questions?

A: If you have questions about the Merger or desire additional copies of this proxy statement/prospectus or additional proxy cards, please contact Emclaire as provided below:

Emclaire Financial Corp.

612 Main Street

Emlenton, Pennsylvania 16373

Attention: William C. Marsh, Chairman, President & Chief Executive Officer

Phone: (844) 767-2311

If you have any additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Emclaire common stock or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Alliance Advisors, Emclaire’s proxy solicitor, by calling toll-free at 833-757-0767, or by email to emcf@allianceadvisors.com.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You should read carefully this entire document and its Annexes and all other documents to which this proxy statement/prospectus refers before you decide how to vote. In addition, we incorporate by reference important business and financial information about Farmers into this document. For a description of this information, see “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●]. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document. Each item in this summary includes a page reference, where applicable, directing you to a more complete description of that item.

The Companies

Farmers National Banc Corp.

Farmers National Banc Corp.

20 South Broad Street

Canfield, Ohio 44406

Phone: (330) 533-3341

Farmers is a financial holding company that was organized as a one-bank holding company in 1983 under the laws of the State of Ohio and registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Farmers operates principally through its wholly-owned subsidiaries, Farmers Bank, Farmers Trust Company (“Farmers Trust”), and Farmers National Captive, Inc. (“Captive”). Farmers National Insurance, LLC (“Farmers Insurance”) and Farmers of Canfield Investment Co. (“Investments or “Farmers Investments”) are wholly-owned subsidiaries of Farmers Bank. Farmers and its subsidiaries operate in the domestic banking, trust, retirement consulting, insurance and financial management industries.

Farmers’ principal business consists of owning and supervising its subsidiaries. Although Farmers directs the overall policies of its subsidiaries, including lending practices and financial resources, most day-to-day affairs are managed by their respective officers. Farmers and its subsidiaries had 531 full-time equivalent employees at March 31, 2022. Farmers’ business activities are managed and financial performance is primarily aggregated and reported in two lines of business, the Bank segment and the Trust segment.

Farmers Bank is a full-service national banking association engaged in commercial and retail banking mainly in Mahoning, Trumbull, Columbiana, Wayne, Holmes, Geauga, Cuyahoga, Medina, Summit, Portage and Stark Counties in Ohio and a location in Beaver County, Pennsylvania. Farmers Bank’s commercial and retail banking services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, home equity loans, home equity lines of credit, night depository, safe deposit boxes, money orders, bank checks, automated teller machines, internet banking, travel cards, “E” Bond transactions, MasterCard and Visa credit cards, brokerage services and other miscellaneous services normally offered by commercial banks.

Farmers Bank faces significant competition in offering financial services to customers. Ohio has a high density of financial service providers, many of which are significantly larger institutions that have greater financial resources than Farmers Bank, and all of which are competitors to varying degrees. Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

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During 2009, Farmers acquired Farmers Trust, which offers a full complement of personal and corporate trust services in the areas of estate settlement, trust administration, employee benefit plans and retirement services. Farmers Trust operates five offices located in Boardman, Canton, Howland, Wooster and Fairview Park, Ohio.

Captive was formed during 2016 and is a wholly-owned insurance subsidiary of Farmers that provides property and casualty insurance coverage to Farmers and its subsidiaries. Captive pools resources with eleven similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves and to provide insurance where not currently available or economically feasible in today’s insurance market place. Captive does not account for a material portion of the revenue of Farmers.

Farmers Insurance was formed during 2009 and offers a variety of insurance products through licensed representatives. During 2016, Farmers Bank completed the acquisition of the Bowers Insurance Agency, Inc. The transaction involved both cash and stock. All activity has been merged into Farmers Insurance. Farmers Insurance is a subsidiary of Farmers Bank and does not account for a material portion of the revenue of Farmers Bank.

Farmers Investments was formed during 2014, with the primary purpose of investing in municipal securities. Farmers Investments is a subsidiary of Farmers Bank and does not account for a material portion of the revenue of Farmers Bank.

Farmers’ common shares are traded on NASDAQ under the symbol “FMNB.” Farmers is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, files reports, proxy statements and other information with the SEC. Further important business and financial information about Farmers is incorporated by reference into this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●] of this proxy statement/prospectus.

Emclaire Financial Corp.

Emclaire Financial Corp.

612 Main Street

Emlenton, Pennsylvania 16373

Phone: (844) 767-2311

Emclaire is a Pennsylvania corporation and financial holding company that provides a full range of retail and commercial financial products and services to customers in western Pennsylvania through its wholly owned subsidiary bank, Emlenton Bank.

Emlenton Bank was organized in 1900 as a national banking association and is a financial intermediary whose principal business consists of attracting deposits from the general public and investing such funds in real estate loans secured by liens on residential and commercial properties, consumer loans, commercial business loans, marketable securities and interest-earning deposits. Emlenton Bank currently operates through a network of 19 retail branch offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer Counties, Pennsylvania. Emclaire and Emlenton Bank are headquartered in Emlenton, Pennsylvania.

Emlenton Bank is subject to examination and comprehensive regulation by the United States Office of the Comptroller of the Currency (“OCC”), which is Emlenton Bank’s chartering authority, and the Federal Deposit Insurance Corporation (“FDIC”), which insures customer deposits held by Emlenton Bank to the full extent provided by law. Emlenton Bank is a member of the Federal Reserve Bank (the “FRB”) of Cleveland and the

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Federal Home Loan Bank (“FHLB”) of Pittsburgh. Emclaire is a registered bank holding company pursuant to the BHCA and a financial holding company under the Gramm-Leach-Bliley Act of 1999 (“GLBA”) and is subject to regulation and examination by the FRB.

The principal lending activities of Emclaire are the origination of residential mortgage, commercial mortgage, commercial business and consumer loans. The majority of Emclaire’s loans are originated in and secured by property within Emclaire’s primary market area.

Emclaire maintains an investment portfolio of securities such as U.S. government agencies, mortgage-backed securities, collateralized mortgage obligations, municipal, corporate and equity securities. Investment decisions are made within policy guidelines as established by its board of directors.

Deposits are the primary source of Emclaire’s funds for lending and investing activities. Emclaire offers a wide variety of deposit account products to both consumer and commercial deposit customers, including time deposits, noninterest bearing and interest-bearing demand deposit accounts, savings deposits and money market accounts. Secondary sources of funds are derived from loan repayments, investment maturities and borrowed funds. Loan repayments can be considered a relatively stable funding source, while deposit activity is greatly influenced by interest rates and general market conditions. Emclaire also has access to funds through other various sources.

Emclaire competes for loans, deposits and customers with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other nonbank financial service providers.

Emclaire’s common shares are traded on NASDAQ under the symbol “EMCF.” Emclaire is subject to the reporting requirements of the Exchange Act, and, therefore, files reports, proxy statements and other information with the SEC. Further important business and financial information about Emclaire is incorporated by reference into this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●] of this proxy statement/prospectus.

The Merger Agreement (page [●])

The Merger Agreement provides that, if all of the conditions are satisfied or waived, Emclaire will be merged with and into Merger Sub, with Merger Sub surviving. Thereafter, Merger Sub promptly will be dissolved and liquidated and, at a later time as soon as practicable as specified by Farmers Bank and certified by the OCC, Emlenton Bank will be merged with and into Farmers Bank, with Farmers Bank surviving the subsidiary bank merger. The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated in this proxy statement/prospectus by reference. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

What Emclaire shareholders will receive in the Merger (page [●])

Under the terms of the Merger Agreement, at the effective time of the Merger, each Emclaire common share will be converted into the right to receive, at the election of the holder of such Emclaire common share, either: (i) 2.15 Farmers common shares, or (ii) $40.00 in cash, subject to the adjustment and allocation procedures set forth in the Merger Agreement. Following the Merger, Emclaire shareholders will own approximately 10.8% of the outstanding Farmers common shares. Farmers currently pays a $0.16 per share quarterly dividend.

Farmers will not issue any fractional common shares in connection with the Merger. Instead, each Emclaire common shareholder who would otherwise be entitled to receive a fraction of a Farmers common share (after

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taking into account all Emclaire common shares owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the Farmers fractional common share to which such holder would otherwise be entitled (rounded to the nearest thousandth when expressed in decimal form) multiplied by the average, rounded to the nearest one tenth of a cent, of the closing sale prices of Farmers common shares based on information reported by NASDAQ for the five consecutive full trading days ending on the day preceding the closing date of the Merger.

Exchange of Emclaire shares (page [●])

Once the Merger is complete, Computershare Inc. and Computershare Trust Company N.A., as exchange agent (the “Exchange Agent”), will mail you transmittal materials and instructions for exchanging your Emclaire common share certificates for Farmers common shares to be issued by book-entry transfer.

Emclaire special meeting of shareholders (page [●])

A special meeting of common shareholders of Emclaire will be held virtually at 9:00 a.m., local time, on [●], 2022, for the purpose of considering and voting on the following matters:

• a proposal to adopt and approve the Merger Agreement;

• a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Emclaire’s named executive officers that is based on or otherwise relates to the Merger (the “Emclaire compensation proposal”); and

• a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

You are entitled to vote at the special meeting if you owned shares of Emclaire common stock as of [●], 2022. As of [●], 2022, shares of Emclaire common stock entitled to [2,735,212] votes were outstanding and eligible to be voted at the special meeting.

Required votes (page [●])

The adoption and approval of the Merger Agreement by Emclaire, pursuant to Emclaire’s Amended and Restated Articles of Incorporation, the PAETL and as a condition precedent to the obligations of the parties to effect the Merger, requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the proposal at the special meeting. A quorum, consisting of the holders of a majority of the votes which Emclaire shareholders are entitled to cast, must be present in person or by proxy at the special meeting before any action, other than the adjournment of the special meeting, can be taken. The affirmative vote of a majority of the total votes present in person or by proxy at the special meeting is required to approve the Emclaire compensation proposal. The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. The affirmative vote of the holders of a majority of the total votes present in person or by proxy at the special meeting is required to adjourn the special meeting.

Recommendation to Emclaire shareholders (page [●])

The board of directors of Emclaire unanimously approved the Merger Agreement. The board of directors of Emclaire believes that the Merger is in the best interests of Emclaire and its shareholders, and, as a result, the board of directors recommends that Emclaire common shareholders vote “FOR” the adoption and approval of the Merger Agreement, “FOR” the approval of the compensation proposal, and “FOR” the proposal to adjourn the special meeting, if necessary and appropriate, to solicit additional proxies.

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In reaching this decision, the board of directors of Emclaire considered many factors, which are described in the section captioned “THE MERGER – Emclaire’s Reasons for the Merger” – beginning on page [●] of this proxy statement/prospectus.

Opinion of Emclaire’s Financial Advisor (page [●])

At the March 23, 2022, meeting of the board of directors of Emclaire, representatives of Raymond James & Associates, Inc. (“Raymond James”) rendered Raymond James’ oral opinion, which was subsequently confirmed by delivery of a written opinion to the Emclaire board, dated March 23, 2022, that the Merger consideration to be received by the holders of Emclaire common stock in the Merger pursuant to the Merger Agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion as of such date, was fair as of such date, from a financial point of view, to the holders of Emclaire’s outstanding common stock.

The full text of the written opinion of Raymond James, dated March 23, 2022, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex B to this document. Raymond James provided its opinion for the information and assistance of the Emclaire board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the Merger and the transactions contemplated thereby, and its opinion only addresses whether the Merger consideration to be received by the holders of Emclaire common stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The opinion of Raymond James did not address the underlying business decision of Emclaire to engage in the Merger or enter into the Merger Agreement or any other term or aspect of the Merger Agreement or the transactions contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Emclaire board of directors or any holder of Emclaire common stock as to how the Emclaire board of directors, such shareholder or any other person should vote or otherwise act with respect to the proposed Merger or any other matter.

Material U.S. federal income tax consequences of the Merger (page [●])

The parties intend for the Merger to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Tax opinions to the effect that the Merger will be so treated were filed as exhibits to the registration statement of which this proxy statement/prospectus is a part, and it is a condition to the obligation each of Emclaire and Farmers to complete the Merger that it receives a tax opinion to that effect on the closing date of the Merger. As a reorganization for U.S. federal income tax purposes (i) no gain or loss will be recognized by Farmers or Emclaire as a result of the Merger, (ii) holders of Emclaire common stock who receive solely Farmers common shares (other than cash in lieu of a fractional Farmers common share) in exchange for shares of Emclaire common stock in the Merger will recognize no gain or loss with respect to the Farmers common shares received (other than with respect to the cash in lieu of a fractional Farmers common share), (iii) holders of Emclaire common stock who receive a combination of Farmers common shares and cash in exchange for shares of Emclaire common stock in the Merger generally will recognize gain (but not loss) in an amount not to exceed any cash received in exchange for shares of Emclaire common stock in the Merger (other than any cash received in lieu of a fractional Farmers common share, as discussed below under the section entitled “THE MERGER – Material U.S. Federal Income Tax Consequences of the Merger – Cash in Lieu of Fractional Shares” beginning on page [●]) and (iv) holders of Emclaire common stock who receive solely cash in exchange for shares of Emclaire common stock in the Merger generally will recognize gain or loss equal to the difference between the amount of cash received and their tax basis in their shares.

All holders of Emclaire common stock should read carefully the description under the section captioned “THE MERGER – Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this proxy statement/prospectus and should consult their own tax advisors concerning these matters. All holders of

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Emclaire common stock should consult their tax advisors as to the specific tax consequences of the Merger to them, including the applicability and effect of the alternative minimum tax, net investment income tax and any federal, state, local, non-U.S. or other tax laws.

Accounting Treatment (page [●])

The Merger will be accounted for under the acquisition method of accounting in accordance with generally accepted accounting principles in the United States.

Interests of Emclaire’s Directors and Executive Officers in the Merger (see page [●])

In considering the recommendation of the board of directors of Emclaire, Emclaire’s shareholders should be aware that the directors and executive officers of Emclaire have interests in the Merger that are different from, or in addition to, the interests of Emclaire’s other shareholders generally. The board of directors of Emclaire was aware of these interests and considered them, among other matters, in approving the Merger Agreement and related transactions.

These interests include:

• a post-merger offer of employment by Farmers to William C. Marsh, the current President, Chief Executive Officer and Chairman of the Board of both Emclaire and Emlenton Bank;

• an invitation for one director from Emclaire’s board of directors to serve on the board of directors of Farmers immediately after the Merger and for the remaining non-employee directors of Emclaire to serve on the Farmers-Emlenton Advisory Board, an advisory board to be established post-merger for the Pennsylvania region;

• settlement agreements among Emclaire and Emlenton Bank with each of William C. Marsh, Robert A. Vernick and Eric Gantz that provide that on the business day immediately prior to the closing of the Merger, Messrs. Marsh, Vernick and Gantz’s current respective employment or change in control agreement will be cancelled in exchange for a lump sum cash payment on the business day prior to the closing of the Merger, with each of such executives expected to be retained by Farmers following completion of the Merger;

• lump sum severance payments and change in control benefits to be provided to Jennifer A. Poulsen and Amanda L. Engles (executive officers of Emclaire and Emlenton Bank) upon completion of the Merger pursuant to their current change in control agreements;

• lump sum change in control payments to be made to each of the executive officers of Emclaire and Emlenton Bank pursuant to their current supplemental executive retirement plan agreements;

• the acceleration of vesting of each outstanding share granted pursuant to a share award agreement issued prior to the date of the Merger Agreement in accordance with Emclaire’s 2014 Stock Incentive Plan or 2021 Stock Incentive Plan, which will be exchanged for the Merger consideration; and

• the rights of Emclaire officers and directors under the Merger Agreement to continued indemnification coverage, continued coverage under directors’ and officers’ liability insurance policies, and indemnification provided under Emclaire’s Bylaws and the PAETL.

For a more complete description of these interests, see “THE MERGER — Interests of Emclaire’s Directors and Executive Officers in the Merger” beginning on page [●].

Absence of Dissenters’ Rights (see page [●])

Under Section 1571(b) of the PAETL, the holders of a corporation’s shares of any class do not have the right to dissent and obtain payment of the fair value of the shares if, on the record date fixed to determine the

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shareholders entitled to notice of and to vote at the special meeting, the shares are listed on a national securities exchange. Accordingly, because Emclaire is listed on NASDAQ, the holders of Emclaire common shares and preferred shares (all of which will be redeemed by Emclaire immediately prior to the effective time of the Merger and no Merger consideration and/or cash in lieu of fractional shares will be delivered in exchange for such shares) are not entitled to dissenters’ rights in connection with the Merger.

Certain differences in shareholder rights (page [●])

When the Merger is completed, Emclaire common shareholders (other than those receiving only cash) will receive Farmers common shares and, therefore, will become Farmers shareholders. As Farmers shareholders, the former Emclaire common shareholders’ rights will be governed by Farmers’ Articles of Incorporation, as amended, and Regulations, as well as Ohio law. Notably, Emclaire common shareholders will own less on a percentage basis of the combined company and as such will have decreased voting power. For a summary of significant differences, see “COMPARISON OF CERTAIN RIGHTS OF EMCLAIRE SHAREHOLDERS AND FARMERS SHAREHOLDERS” beginning on page [●] of this proxy statement/prospectus.

Regulatory approvals required for the Merger (page [●])

The Merger cannot be completed until Farmers receives necessary regulatory approvals or waivers of application, which include approvals of the Board of Governors of the Federal Reserve, the OCC and the Pennsylvania Department of Banking and Securities (the “Pennsylvania Department”). Farmers has [received/applied for] such approvals to consummate the Merger.

Conditions to the Merger (page [●])

As more fully described in this proxy statement/prospectus and in the Merger Agreement, the completion of the Merger depends on the adoption and approval of the Merger Agreement by Emclaire’s common shareholders and receipt of the required regulatory approvals or waivers of application, in addition to satisfaction of, or where legally permissible, waiver of, other customary conditions. Although Farmers and Emclaire anticipate the closing of the Merger will occur in the second half of 2022, neither Farmers nor Emclaire can be certain when, or if, the conditions to the Merger will be satisfied or, where permissible, waived, or that the Merger will be completed. For a summary of the conditions to the Merger, see “THE MERGER AGREEMENT – Conditions to the Merger” beginning on page [●] of this proxy statement/prospectus.

Termination; Termination Fee (page [●])

The Merger Agreement may be terminated at any time prior to the effective time of the Merger, whether before or after approval of the Merger by Emclaire’s common shareholders:

• by mutual written consent of Farmers and Emclaire;

• by either party, if a required governmental approval is denied by final, non-appealable action, or if a governmental entity has issued a final, non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the transactions contemplated by the Merger Agreement;

• by either Farmers or Emclaire, if the Merger has not closed on or before January 31, 2023, unless the failure to close by such date is due to the terminating party’s failure to observe the covenants and agreements of such party in the Merger Agreement;

• by either Farmers or Emclaire, if there is a breach by the other party of any of its representations or warranties or any failure to perform in all material respects any of its covenants or agreements, that

14

would, either individually or in the aggregate with other breaches by such party, result in, if occurring or continuing on the closing date, the failure of the conditions of the terminating party’s obligation to complete the Merger and which is not cured within 30 days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement);

• by Farmers, if at any time prior to the effective time of the Merger, Emclaire’s board of directors has (1) failed to recommend to the shareholders of Emclaire that they vote to approve the Merger Agreement, (2) changed its recommendation with respect to the Merger Agreement, including by publicly approving, endorsing or recommending, or publicly proposing to approve, endorse or recommend, certain acquisition proposals other than the Merger Agreement, whether or not permitted by the Merger Agreement, or has resolved to do the same, or (3) failed to substantially comply with its obligations to recommend to the Emclaire shareholders the adoption of the Merger proposal and call a shareholder meeting for that purpose or its non-solicitation obligations;

• by Farmers, if a tender offer or exchange offer for 15% or more of the outstanding Emclaire common shares is commenced (other than by Farmers or a subsidiary of Farmers), and Emclaire’s board of directors recommends that the shareholders of Emclaire tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender or exchange offer within ten business days;

• by Emclaire, if Farmers fails to take the actions required in the Merger Agreement to (1) use commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-4 within 60 days of the Merger Agreement, use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act of 1933, as amended (the “Securities Act”) as promptly as practicable after such filing or use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to complete the Merger or (2) fails to cause the Farmers common shares to be issued in the Merger to be authorized for listing on NASDAQ, subject to official notice of issuance, prior to the effective time of the Merger;

• by either Farmers or Emclaire, if the Emclaire common shareholders do not vote to approve the Merger Agreement at a duly held shareholders meeting (including any adjournment or postponement of such meeting); or

• by Emclaire, if both of the following conditions are satisfied: (i) the average closing price of Farmers’ common shares for the 20 consecutive trading days ending on the tenth calendar day immediately prior to the effective time of the Merger is less than $13.616 (80% of the starting price of $17.02, as defined in the Merger Agreement), and (ii) a specified ratio of the sales prices of Farmers’ common shares is less than a specified index ratio of stocks of a bank peer group, unless Farmers elects to make an adjustment to the exchange ratio.

If the Merger Agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals, Emclaire may be required to pay Farmers a termination fee of $3,750,000. See “THE MERGER AGREEMENT – Termination; Termination Fee” beginning on page [●].

Market Price and Dividend Information

Farmers’ common shares are traded on NASDAQ under the symbol “FMNB.” Emclaire’s common shares are traded on NASDAQ under the symbol “EMCF.” The following table sets forth for the periods indicated a summary of the high and low prices of and cash dividends paid on Emclaire common shares and Farmers

15

common shares. This information does not reflect retail mark-up, markdown or commissions and does not necessarily represent actual transactions.

	Emclaire						Farmers
	High		Low		Dividends		High		Low		Dividends
2022
First Quarter	$	38.50	$	25.23	$	0.31	$	20.00	$	16.19	$	0.16
Second Quarter (through [●])		[●]		[●]		[●]		[●]		[●]		[●]
2021
First Quarter	$	31.12	$	25.60	$	0.30	$	18.26	$	13.03	$	0.11
Second Quarter		30.55		26.50		0.30		17.99		15.37		0.11
Third Quarter		30.39		26.02		0.30		16.03		14.57		0.11
Fourth Quarter		30.00		26.03		0.30		18.99		15.69		0.14
2020
First Quarter	$	33.50	$	20.92	$	0.30	$	16.50	$	10.32	$	0.11
Second Quarter		26.10		18.10		0.30		13.51		9.82		0.11
Third Quarter		28.35		20.40		0.30		12.59		10.05		0.11
Fourth Quarter		32.00		23.10		0.30		13.84		10.55		0.11

On March 23, 2022, the last trading day prior to the announcement of the Merger, the closing price of Emclaire’s common shares was $29.00. The information presented in the following table reflects the last reported sale prices per share of Farmers’ common shares as of March 23, 2022, the last trading day prior to the announcement of the Merger Agreement, and on [●], 2022, the last practicable day for which information was available prior to the date of this proxy statement/prospectus. The table also presents the equivalent market value per Emclaire common share on March 23, 2022, and [●], 2022, determined by multiplying the share price of a Farmers common share on such dates by the exchange ratio of 2.15. No assurance can be given as to what the market price of Farmers’ common shares will be if and when the Merger is consummated.

	Farmers Common Shares		Equivalent Price Per Emclaire Common Share
March 23, 2022	$	17.02	$	36.59
[●], 2022	$	[●]	$	[●]

16

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FARMERS

The following table summarizes financial results achieved by Farmers for the periods and at the dates indicated. The information below has been derived from Farmers’ Consolidated Financial Statements. Historical financial information for Farmers can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended. The selected historical financial information for Farmers as of and for the three months ended March 31, 2022 and 2021, can be found in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. You should read the following financial information in conjunction with the historical Consolidated Financial Statements (and related notes), as well as the information contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained or incorporated by reference in Farmers’ annual reports on Form 10-K and quarterly reports on Form 10-Q and other information filed by Farmers with the SEC.

The selected operating data presented below are not necessarily indicative of the results that may be expected for future periods. See “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past periods noted below indicate results for any future period.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF

FARMERS NATIONAL BANC CORP. (UNAUDITED)

(Dollars in thousands, except per share data)	At March 31,				At December 31,
	2022		2021		2021		2020		2019		2018		2017
Selected Financial Data
Total assets	$	4,205,855	$	3,324,524	$	4,142,749	$	3,071,148	$	2,449,158	$	2,328,864	$	2,159,069
Loans, net of allowance for credit losses(1)		2,277,956		2,012,469		2,301,696		2,055,900		1,797,052		1,722,248		1,565,066
Allowance for credit losses		27,015		24,935		29,386		22,144		14,487		13,592		12,315
Securities available for sale		1,463,626		802,866		1,427,677		575,600		432,233		402,190		393,331
Goodwill and other intangible assets		102,187		49,301		102,606		49,617		42,645		43,952		45,369
Total deposits		3,693,811		2,833,054		3,547,235		2,610,878		2,008,964		1,799,720		1,604,719
Total borrowings		87,872		79,683		87,758		78,906		122,197		250,792		296,559
Total stockholders’ equity		393,886		347,355		472,432		350,097		299,309		262,320		242,074

	For the Three Months Ended March 31,					For the Year Ended December 31,
	2022			2021		2021		2020		2019		2018		2017
Selected Operating Data:
Total interest income	$	33,279		$	27,790	$	116,459	$	112,327	$	101,986	$	91,766	$	80,527
Total interest expense		2,037			2,523		8,469		16,136		19,608		13,265		6,881
Net interest income		31,242			25,267		107,990		96,191		82,378		78,501		73,646
(Credit) provision for credit losses & unfunded loans		(358	)		425		4,893		9,100		2,450		3,000		3,350
Net interest income after credit loss expense		31,600			24,842		103,097		87,091		79,928		75,501		70,296
Total non-interest income		17,698			10,132		38,193		36,161		28,042		25,098		23,738
Total non-interest expense		30,456			17,317		79,176		72,980		64,895		62,316		61,254
Income before income tax expense		18,842			17,657		62,114		50,272		43,075		38,283		32,780
Income tax expense		2,998			3,101		10,270		8,396		7,315		5,714		10,069
Net income	$	15,844		$	14,556	$	51,844	$	41,876	$	35,760	$	32,569	$	22,711

17

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF

FARMERS NATIONAL BANC CORP. (UNAUDITED)

	At or For the Three Months Ended March 31,						For the Year Ended December 31,
	2022			2021			2021			2020			2019			2018			2017
Selected Operating Ratios and Other Data
Performance Ratios:
Return on average assets (annualized)		1.52	%		1.87	%		1.52	%		1.46	%		1.50	%		1.46	%		1.09	%
Return on average equity (annualized)		13.89	%		16.81	%		13.64	%		12.80	%		12.56	%		13.13	%		9.92	%
Average interest rate spread (tax equivalent)(2)		3.17	%		3.40	%		3.35	%		3.49	%		3.53	%		3.66	%		3.88	%
Net interest margin (annualized)		3.27	%		3.54	%		3.45	%		3.70	%		3.82	%		3.87	%		3.99	%
Efficiency ratio		61.36	%		48.24	%		51.13	%		52.55	%		56.38	%		57.77	%		59.54	%
Capital Ratios:
Common equity tier 1 capital ratio		13.31	%		13.49	%		13.16	%		13.22	%		12.94	%		12.16	%		11.86	%
Total risk based capital ratio		17.59	%		15.10	%		17.60	%		14.72	%		13.82	%		13.03	%		12.73	%
Tier 1 risk based capital ratio		13.95	%		13.93	%		13.82	%		13.67	%		13.06	%		12.28	%		11.99	%
Tier 1 leverage ratio		9.56	%		9.69	%		10.12	%		9.77	%		10.69	%		9.91	%		9.50	%
Equity to assets		9.37	%		10.45	%		11.40	%		11.40	%		12.22	%		11.26	%		11.21	%
Tangible common equity to tangible assets		7.11	%		9.10	%		9.15	%		9.94	%		10.67	%		9.56	%		9.31	%
Asset Quality Ratios:
Non-performing assets/total assets		0.33	%		0.35	%		0.39	%		0.45	%		0.26	%		0.33	%		0.36	%
Non-performing loans/total loans		0.61	%		0.57	%		0.69	%		0.67	%		0.35	%		0.45	%		0.49	%
Allowance for credit losses/nonperforming loans		192.33	%		214.22	%		181.45	%		160.06	%		228.32	%		175.81	%		160.04	%
Allowance for credit losses as a percent of loans		1.17	%		1.22	%		1.26	%		1.07	%		0.80	%		0.78	%		0.78	%
Share Data:
Basic earnings per common share		$    0.47			$    0.52			$    1.78			$    1.48			$1.29			$    1.18			$    0.82
Diluted earnings per common share		0.47			0.51			1.77			1.47			1.28			1.16			0.82
Dividends per common share		0.16			0.11			0.47			0.44			0.38			0.30			0.22
Book value per share		11.58			12.30			13.94			12.42			10.82			9.44			8.79
Tangible book value per share		8.58			10.56			10.91			10.66			9.28			7.86			7.14
Market price at period end		17.06			16.70			18.55			13.27			16.32			12.74			14.75
Weighted average common shares outstanding – basic		33,820,485			28,215,772			29,167,357			28,266,509			27,734,994			27,674,705			27,567,909
Weighted average common shares outstanding – diluted		33,936,938			28,336,139			29,279,787			28,393,996			27,875,984			27,974,185			27,619,076

Note: All performance ratios are based on average balance sheet amounts where applicable.

(1) Loans do not include loans held for sale, which are not material.

(2) Represents the difference between the weighted average yield on average interest-earnings assets and the weighted average cost of interest-bearing liabilities.

Reconciliation of Stockholders’ Equity to Tangible Common Equity
Stockholders’ Equity	$	393,886	$	347,355	$	472,432	$	350,097	$	299,309	$	262,320	$	242,074
Less Goodwill and Other Intangibles		102,187		49,301		102,606		49,617		42,645		43,952		45,369
Tangible Common Equity	$	291,699	$	298,054	$	369,826	$	300,480	$	256,664	$	218,368	$	196,705
Reconciliation of Total Assets to Tangible Assets
Total Assets	$	4,205,855	$	3,324,524	$	4,142,749	$	3,071,148	$	2,449,158	$	2,328,864	$	2,159,069
Less Goodwill and Other Intangibles		102,187		49,301		102,606		49,617		42,645		43,952		45,369
Tangible Assets	$	4,103,668	$	3,275,223	$	4,040,143	$	3,021,531	$	2,406,513	$	2,284,912	$	2,113,700

18

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR EMCLAIRE

The following table summarizes financial results achieved by Emclaire for the periods and at the dates indicated. The information below has been derived from Emclaire’s Consolidated Financial Statements. Historical financial information for Emclaire can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The selected historical financial information for Emclaire as of and for the three months ended March 31, 2022 and 2021, can be found in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. You should read the following financial information in conjunction with the historical Consolidated Financial Statements (and related notes), as well as the information contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained or incorporated by reference in Emclaire’s annual reports on Form 10-K and quarterly reports on Form 10-Q and other information filed by Emclaire with the SEC.

The selected operating data presented below are not necessarily indicative of the results that may be expected for future periods. See “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past periods noted below indicate results for any future period.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

OF EMCLAIRE FINANCIAL CORP. (UNAUDITED)

(Dollars in thousands, except per share data)	At March 31,				At December 31,
	2022		2021		2021		2020		2019		2018		2017
Selected Financial Data
Total Assets	$	1,057,572	$	1,067,711	$	1,059,508	$	1,032,323	$	915,296	$	898,875	$	750,084
Loans, net of allowance for loan losses(1)		794,932		785,503		780,010		800,338		695,348		708,664		577,234
Allowance for loan losses		10,268		9,685		10,393		9,580		6,556		6,508		6,127
Securities available for sale		166,160		141,884		186,275		113,056		120,126		97,725		101,167
Goodwill and other intangible assets		20,321		20,504		20,359		20,543		20,707		20,871		10,769
Total deposits		935,956		926,227		918,496		893,627		787,124		761,546		654,643
Total borrowings		18,050		32,050		22,050		32,050		28,550		45,350		26,000
Total stockholders’ equity		86,662		90,870		96,959		91,480		85,858		80,008		59,091

	For the Three Months Ended March 31,					For the Year Ended December 31,
	2022			2021		2021		2020		2019		2018		2017
Selected Operating Data:
Total interest income	$	8,667		$	9,098	$	36,581	$	37,147	$	36,145	$	30,962	$	26,400
Total interest expense		927			1,446		5,124		8,062		8,083		5,386		4,493
Net interest income		7,740			7,652		31,457		29,085		28,062		25,576		21,907
(Credit) provision for loan losses		(80	)		275		1,066		3,247		715		1,280		903
Net interest income after provision for loan losses		7,820			7,377		30,391		25,838		27,347		24,296		21,004
Total non-interest income		1,007			1,052		4,590		4,363		4,391		4,208		5,022
Total non-interest expense		5,873			5,814		22,596		22,018		22,122		23,660		19,635
Income before income tax expense		2,954			2,615		12,385		8,183		9,616		4,844		6,391
Income tax expense		518			441		2,214		1,435		1,662		633		2,114
Net income		2,436			2,174		10,171		6,748		7,954		4,211		4,277
Preferred stock dividends		—			—		196		186		182		91		—
Net income available to common stockholders	$	2,436		$	2,174	$	9,975	$	6,562	$	7,772	$	4,120	$	4,277

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

OF EMCLAIRE FINANCIAL CORP. (UNAUDITED)

	At or For the Three Months Ended March 31,						For the Year Ended December 31,
	2022			2021			2021			2020			2019			2018			2017
Selected Operating Ratios and Other Data
Performance Ratios:
Return on average assets (annualized)		0.93	%		0.86	%		0.95	%		0.68	%		0.88	%		0.53	%		0.59	%
Return on average equity (annualized)		10.46	%		9.63	%		10.90	%		7.61	%		9.50	%		6.56	%		7.52	%
Average interest rate spread (tax equivalent)(2)		3.04	%		3.04	%		2.97	%		2.90	%		3.09	%		3.27	%		3.11	%
Net interest margin (annualized)		3.18	%		3.24	%		3.15	%		3.16	%		3.35	%		3.47	%		3.29	%
Efficiency ratio		66.33	%		66.13	%		62.20	%		66.32	%		67.39	%		77.99	%		71.49	%
Capital Ratios:
Common equity tier 1 capital ratio		11.86	%		11.45	%		11.86	%		11.45	%		12.62	%		11.82	%		11.73	%
Total risk based capital ratio		13.11	%		12.71	%		13.11	%		12.71	%		13.74	%		12.93	%		12.96	%
Tier 1 risk based capital ratio		11.86	%		11.45	%		11.86	%		11.45	%		12.62	%		11.82	%		11.73	%
Tier 1 leverage ratio		8.18	%		7.58	%		7.98	%		7.58	%		8.17	%		7.95	%		7.71	%
Equity to assets		8.19	%		8.51	%		9.15	%		8.86	%		9.38	%		8.90	%		7.88	%
Tangible common equity to tangible assets		5.99	%		6.32	%		6.97	%		6.60	%		6.81	%		6.26	%		6.54	%
Asset Quality Ratios:
Non-performing assets/total assets		0.41	%		0.34	%		0.32	%		0.43	%		0.34	%		0.42	%		0.56	%
Non-performing loans/total loans		0.53	%		0.46	%		0.42	%		0.51	%		0.41	%		0.42	%		0.63	%
Allowance for loan losses/nonperforming loans		239.74	%		266.51	%		311.26	%		233.54	%		225.52	%		214.93	%		165.91	%
Allowance for loan losses as a percent of loans		1.28	%		1.22	%		1.31	%		1.18	%		0.93	%		0.91	%		1.05	%
Share Data:
Basic earnings per common share		$    0.89			$    0.80			$    3.66			$    2.42			$    2.88			$    1.73			$    1.95
Diluted earnings per common share		0.88			0.79			3.63			2.41			2.86			1.72			1.93
Dividends per common share		0.31			0.30			1.20			1.20			1.16			1.12			1.08
Book value per share		30.15			31.85			33.91			32.07			30.14			28.09			26.02
Tangible book value per share		22.72			24.31			26.47			24.52			22.50			20.35			21.28
Market price at period end		37.52			28.99			28.90			30.63			32.53			30.34			30.35
Weighted average common shares outstanding – basic		2,735,212			2,721,212			2,722,133			2,709,532			2,699,397			2,377,277			2,197,440
Weighted average common shares outstanding – diluted		2,757,354			2,740,189			2,748,553			2,727,347			2,718,746			2,395,677			2,214,568

Note: All performance ratios are based on average balance sheet amounts where applicable.

(1) Loans do not include loans held for sale, which are not material.

(2) Represents the difference between the weighted average yield on average interest-earnings assets and the weighted average cost of interest-bearing liabilities.

20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

OF EMCLAIRE FINANCIAL CORP. (UNAUDITED)

Reconciliation of Stockholders’ Equity to Tangible Common Equity
Stockholders’ Equity	$	86,662	$	90,870	$	96,959	$	91,480	$	85,858	$	80,008	$	59,091
Less Preferred Stock		4,206		4,206		4,206		4,206		4,206		4,206		—
Less Goodwill and Other Intangibles		20,321		20,504		20,359		20,543		20,707		20,871		10,769
Tangible Common Equity	$	62,135	$	66,160	$	72,394	$	66,731	$	60,945	$	54,931	$	48,322
Reconciliation of Total Assets to Tangible Assets
Total Assets	$	1,057,572	$	1,067,711	$	1,059,508	$	1,032,323	$	915,296	$	898,875	$	750,084
Less Goodwill and Other Intangibles		20,321		20,504		20,359		20,543		20,707		20,871		10,769
Tangible Assets	$	1,037,251	$	1,047,207	$	1,039,149	$	1,011,780	$	894,589	$	878,004	$	739,315

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SUMMARY SELECTED PRO FORMA CONDENSED COMBINED DATA

The following table shows selected financial information on a pro forma combined basis giving effect to the Merger (which is known as “pro forma” information) as if the Merger had become effective as of the date presented, in the case of the balance sheet information, and at the beginning of the period presented, in the case of the income statement information. The pro forma information reflects the acquisition method of accounting.

Farmers anticipates that the Merger will provide the combined company with financial benefits that include reduced operating expenses and greater revenue. The pro forma information, while helpful in illustrating the financial characteristics of Farmers following the Merger under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of Farmers would have been had the companies been combined during these periods.

The exchange ratio of 2.15 was used in preparing this selected pro forma information. You should read this summary pro forma information in conjunction with the information under “Unaudited Pro Forma Condensed Combined Consolidated Financial Information Relating to the Merger” and with the historical information in this document on which it is based.

	At March 31, 2022
	(In thousands)
Pro forma combined balance sheet data:
Total assets	$	5,216,369
Loans, net		3,048,726
Deposits		4,632,395
Total stockholders’ equity		448,809
	Three Months Ended March 31, 2022		Year Ended December 31, 2021
	(In thousands)		(In thousands)
Pro forma combined income statement data:
Interest income	$	43,336	$	158,598
Interest expense		2,646		12,322
Net interest income		40,690		146,276
Provision for credit losses		7,862		14,259
Net interest income after provision for credit losses		32,828		132,017
Non-interest income		18,686		42,783
Non-interest expense		36,122		102,235
Income before income taxes		15,392		72,565
Provision for income taxes		2,171		12,078
Net income	$	13,221	$	60,487
Pro forma per share data:
Basic earnings	$	0.35	$	1.82
Diluted earnings	$	0.35	$	1.81

22

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

FINANCIAL INFORMATION RELATING TO THE MERGER

The following unaudited pro forma condensed consolidated combined financial information and explanatory notes show the historical financial positions and results of operations of Farmers and Emclaire, and have been prepared to illustrate the effects of the Merger under the acquisition method of accounting with Farmers treated as the acquirer. The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2022 gives effect to the Merger as if the transaction had occurred on March 31, 2022. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2022 and year ended December 31, 2021, give effect to the Merger as if the transaction had become effective beginning on the first day of the fiscal years presented. Certain reclassifications have been made to Emclaire’s historical financial information in order to conform to Farmers’ presentation of financial information.

The unaudited pro forma condensed combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities.

The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of Emclaire at its fair value, and represents the pro forma estimates by Farmers based on available fair value information as of the date of the Merger Agreement. In some cases, where noted, more recent information has been used to support estimated adjustments in the pro forma financial information. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and may be revised. The pro forma information also does not reflect the benefits of expected cost savings or any potential impacts of potential revenue enhancements and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during these periods.

The actual value of Farmers common shares to be recorded as consideration in the Merger will be based on the closing price of Farmers common shares at the time of the Merger completion date. The proposed Merger is expected to be completed in the second half of 2022, but there can be no assurance that the Merger will be completed as anticipated. For purposes of the pro forma financial information, the fair value of Farmers common shares to be issued in connection with the Merger was based on Farmers’ closing price of $17.06 as of March 31, 2022. The cash portion of the consideration along with Merger expenses will be funded with the sale of securities.

The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the Merger will be determined after it is completed and after completion of thorough analyses to determine the fair value of Emclaire’s tangible and identifiable intangible assets and liabilities as of the date the Merger is completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma condensed combined consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Farmers’ statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Emclaire’s shareholders’ equity, including results of operations from December 31, 2021, through the date the Merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

Farmers anticipates that the Merger will provide the combined company with financial benefits that include reduced operating expenses. Farmers expects to realize cost savings approximating 34% of the anticipated

23

non-interest expense of Emclaire. These cost savings are not included in these pro forma statements and there can be no assurance that estimated cost savings will be realized.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined consolidated financial information should be read in conjunction with (i) the accompanying Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information; (ii) Farmers unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2022, included in Farmers’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and incorporated by reference in this proxy statement/prospectus, (iii) Farmers’ audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, included in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2021, as amended, and incorporated by reference in this proxy statement/prospectus; (iv) Emclaire’s historical consolidated financial statements and the related notes incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” in the forepart of this document.

The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Farmers’ common shares or the actual or future results of operations of Farmers for any period. Actual results may be materially different than the pro forma information presented.

24

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2022

	FMNB			EMCF			Pro Forma Adjustments			Pro Forma Combined			Pro Forma Notes
ASSETS
Cash and cash equivalents	$	137,627		$	12,033		$	—		$	149,660
Securities available for sale (including equity securities)		1,497,645			171,707			(65,705	)		1,603,647			A
Loans held for sale		1,904			120						2,024
Loans		2,304,971			805,200			(19,030	)		3,091,141			B
Allowance for credit losses		(27,015	)		(10,268	)		(5,132	)		(42,415	)		C
Net Loans		2,277,956			794,932			(24,162	)		3,048,726
Premises and equipment, net		37,105			16,292			(1,000	)		52,397			D
Bank owned life insurance		74,264			22,041						96,305
Goodwill		94,240			19,460			34,767			148,467			E
Other intangibles		7,947			861			9,042			17,850			F
Other assets		77,167			20,126						97,293
Total assets	$	4,205,855		$	1,057,572		$	(47,058	)	$	5,216,369
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	963,143		$	232,162		$	—		$	1,195,305
Interest-bearing		2,730,668			703,794			2,628			3,437,090			G
Total deposits		3,693,811			935,956			2,628			4,632,395
Short-term borrowings		—			3,050			(3,050	)		—			H
Long-term borrowings		87,872			15,000			(15,000	)		87,872			I
Other liabilities		30,286			16,904			103			47,293			J
Total liabilities		3,811,969			970,910			(15,319	)		4,767,560
Commitments and contingent liabilities
Stockholders’ equity:
Preferred stock		—			4,206			(4,206	)		—			K
Common stock		304,670			3,547			66,680			374,897			L
Additional paid-in-capital		—			47,765			(47,765	)		—			M
Retained earnings		184,302			50,440			(65,744	)		168,998			N
Accumulated other comprehensive income		(79,500	)		(17,182	)		17,182			(79,500	)		O
Treasury stock		(15,586	)		(2,114	)		2,114			(15,586	)		P
Total stockholders’ equity		393,886			86,662			(31,739	)		448,809
Total liabilities and stockholders’ equity	$	4,205,855		$	1,057,572		$	(47,058	)	$	5,216,369
Shares outstanding		34,007,677			2,735,212			1,381,282			38,124,171

25

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2022

(In thousands, except per share data)	FMNB			EMCF			Pro Forma Adjustments			Pro Forma Combined			Pro Forma Notes
Interest and dividend income:
Loans, including fees	$	25,562		$	7,612		$	952		$	34,126			Q
Taxable securities		4,587			695			438			5,720			R
Tax exempt securities		2,952			285						3,237
Federal funds sold and other		178			75						253
Total interest income		33,279			8,667			1,390			43,336
Interest expense:
Deposits		1,244			822			(219	)		1,847			S
Borrowings		793			105			(99	)		799			T
Total interest expense		2,037			927			(318	)		2,646
Net interest income		31,242			7,740			1,708			40,690
(Credit) provision for credit losses		(930	)		(80	)		8,300			7,290			U
Provision for unfunded loans		572									572
Net interest income after provision for credit losses		31,600			7,820			(6,592	)		32,828
Non-interest income:
Service charges on deposit accounts		1,145			401						1,546
Net increase from bank owned life insurance		409			139						548
Trust fees		2,519			—						2,519
Insurance agency commissions		1,047			—						1,047
Security gains, including fair value changes for equity securities		(11	)		9						(2	)
Retirement plan consulting fees		397			—						397
Investment commissions		694			—						694
Net gains on sale of loans		1,129			(3	)					1,126
Other mortgage banking income (loss), net		60			—						60
Debit card and EFT fees		1,416			—						1,416
Legal settlement		8,400									8,400
Other operating income		493			461						954
Total non-interest income		17,698			1,007			—			18,705
Non-interest expense:
Salaries and employee benefits		11,831			2,893						14,724
Occupancy and equipment		2,680			848			(9	)		3,519			V
State and local taxes		678			—						678
Professional fees		3,135			482						3,617
Merger related costs		1,940			—						1,940
Advertising		392			—						392
FDIC insurance		267			149						416
Intangible amortization		420			38			226			684			W
Core processing charges		745			—						745
Charitable donation		6,000			—						6,000
Other operating expenses		2,368			1,463			(405	)		3,426			X
Total non-interest expense		30,456			5,873			(188	)		36,141
Income before income taxes		18,842			2,954			(6,404	)		15,392
Provision for income taxes		2,998			518			(1,345	)		2,171			Y
Net income		15,844			2,436			(5,059	)		13,221
Preferred stock dividends		—			—			—			—
Net income available to common stockholders	$	15,844		$	2,436		$	(5,059	)	$	13,221
Basic earnings per common share:
Earnings per share	$	0.47		$	0.89					$	0.35
Weighted average shares outstanding		33,820,485			2,735,212			1,381,282			37,936,979			JJ
Diluted earnings per common share:
Earnings per share	$	0.47		$	0.88					$	0.35
Weighted average shares outstanding		33,936,938			2,757,354			1,392,464			38,086,756			JJ

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2021

(In thousands, except per share data)	FMNB			EMCF		Pro Forma Adjustments			Pro Forma Combined			Pro Forma Notes
Interest and dividend income:
Loans, including fees	$	94,820		$	32,743	$	3,806		$	131,369			Z
Taxable securities		11,399			2,435		1,752			15,586			AA
Tax exempt securities		9,542			1,019					10,561
Federal funds sold and other		698			384					1,082
Total interest income		116,459			36,581		5,558			158,598
Interest expense:
Deposits		6,775			4,450		(876	)		10,349			BB
Borrowings		1,694			674		(395	)		1,973			CC
Total interest expense		8,469			5,124		(1,271	)		12,322
Net interest income		107,990			31,457		6,829			146,276
Provision for credit losses		4,649			1,066		8,300			14,015			DD
Provision for unfunded loans		244			—					244
Net interest income after provision for credit losses		103,097			30,391		(1,471	)		132,017
Non-interest income:
Service charges on deposit accounts		3,660			1,435					5,095
Net increase from bank owned life insurance		1,338			435					1,773
Trust fees		9,438			—					9,438
Insurance agency commissions		3,456			—					3,456
Security gains, including fair value changes for equity securities		1,004			245					1,249
Retirement plan consulting fees		1,421			—					1,421
Investment commissions		2,276			—					2,276
Net gains on sale of loans		8,285			390					8,675
Other mortgage banking income (loss), net		(136	)		—					(136	)
Debit card and EFT fees		5,144			—					5,144
Other operating income		2,307			2,085					4,392
Total non-interest income		38,193			4,590		—			42,783
Non-interest expense:
Salaries and employee benefits		39,393			11,340					50,733
Occupancy and equipment		8,486			3,260		(36	)		11,710			EE
State and local taxes		2,277			—					2,277
Professional fees		4,191			1,017					5,208
Merger related costs		7,109			—					7,109
Advertising		1,859			—					1,859
FDIC insurance		582			579					1,161
Intangible amortization		1,362			185		904			2,451			FF
Core processing charges		3,198			—					3,198
Other operating expenses		10,719			6,215		(405	)		16,529			GG
Total non-interest expense		79,176			22,596		436			102,325
Income before income taxes		62,114			12,385		(1,934	)		72,565
Provision for income taxes		10,270			2,214		(406	)		12,078			HH
Net income		51,844			10,171		(1,528	)		60,487
Preferred stock dividends		—			196		(196	)		—			II
Net income available to common stockholders	$	51,844		$	9,975	$	(1,332	)	$	60,487
Basic earnings per common share:
Earnings per share	$	1.78		$	3.66				$	1.82
Weighted average shares outstanding		29,167,357			2,722,133		1,374,677			33,264,167			JJ
Diluted earnings per common share:
Earnings per share	$	1.77		$	3.63				$	1.81
Weighted average shares outstanding		29,279,787			2,748,553		1,388,019			33,416,359			JJ

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Balance Sheet	March 31, 2022
	(Dollars in thousands)
A - Adjustments to available for sale securities
To reflect after-tax impact of estimated direct merger-related expenses	$	(10,626	)
To reflect payoff of Emclaire’s short and long term borrowings		(18,050	)
To reflect payoff of Emclaire’s preferred stock		(4,206	)
To reflect cash consideration of Emclaire’s outstanding common shares		(32,823	)
	$	(65,705	)
B - Adjustments to loans
To reflect the credit mark for Emclaire’s non-purchase credit deteriorated loans	$	(8,300	)
To reflect portfolio loans at fair value for current interest rates		(10,730	)
	$	(19,030	)
C - Adjustments to allowance for credit losses
To eliminate Emclaire’s allowance for loan losses	$	10,268
To record the provision for credit losses associated with Emclaire’s non-PCD loans		(8,300	)
To record the credit mark for Emclaire’s loans designated as purchase credit deteriorated (PCD loans)		(7,100	)
	$	(5,132	)
D - Adjustments to premises and equipment
To reflect estimated fair value of buildings acquired. The adjustment will reduce depreciation expense over 27.5 years on a straight line basis.	$	(1,000	)
E - Adjustments to goodwill
To eliminate Emclaire’s goodwill	$	(19,460	)
To reflect goodwill created as a result of the merger		54,227
	$	34,767
F - Adjustments to other intangibles
To eliminate Emclaire’s core deposit intangible	$	(861	)
To record estimated fair value of acquired identifiable intangible assets, calculated as 1.25% of Emclaire’s core deposits. Core deposits represent total deposits less time deposits. The acquired core deposit intangible will be amortized over 10 years using straight-line amortization.		9,903
	$	9,042
G - Adjustments to interest-bearing deposits
To record estimated fair value based on current market rates for similar products.
The adjustment will be accreted into income over three years	$	2,628
H - Adjustments to short term borrowings
To record the payoff of Emclaire’s short term borrowings	$	(3,050	)
I - Adjustments to long term borrowings
To record estimated fair value of Emclaire’s long term borrowings	$	(405	)
To record write-off of fair value associated with payoff of long term borrowings		405
To record the payoff of Emclaire’s long term borrowings		(15,000	)
	$	(15,000	)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Balance Sheet	March 31, 2022
	(Dollars in thousands)
J - Adjustments to other liabilities
To reduce the tax liability for the write-off of the fair value for the payoff of Emclaire’s long term borrowings	$	(85	)
To reflect net deferred tax liability as a result of the merger fair value adjustments		1,931
To reduce the tax liability for the provision for credit losses associated with Emclaire’s non-PCD loans		(1,743	)
	$	103
K - Adjustments to preferred stock
To eliminate Emclaire’s historical preferred stock	$	(4,206	)
L - Adjustments to common stock
To eliminate Emclaire’s historical common stock	$	(3,547	)
To reflect issuance of common stock to Emclaire’s shareholders		70,227
	$	66,680
M - Adjustments to additional paid-in-capital
To eliminate Emclaire’s additional paid-in-capital	$	(47,765	)
N - Adjustments to retained earnings
To eliminate Emclaire’s retained earnings	$	(50,440	)
To record the after-tax cost of the provision for credit losses associated with Emclaire’s non-PCD loans		(6,557	)
To reflect buyer’s after-tax cost for write-off of fair value on Emclaire’s long term borrowings		(320	)
To reflect buyer’s estimated after-tax merger expenses		(8,427	)
	$	(65,744	)
O - Adjustments to accumulated other comprehensive income
To eliminate Emclaire’s accumulated other comprehensive income	$	17,182
P - Adjustments to treasury stock
To eliminate Emclaire’s treasury stock	$	2,114
Income Statement
Q - Adjustments to loan income
To reflect net accretion of loan credit mark and amortization of loan rate mark, both over an estimated 5 year average life	$	952
R - Adjustments to taxable securities income
To reflect lost interest income due to sale of securities to provide cash for the transaction	$	(328	)
To reflect the fair value of securities which will be amortized into income over 5 years		766
	$	438
S - Adjustment to deposit expense
To reflect accretion of deposit rate mark over an estimated three year average life	$	(219	)
T - Adjustments to borrowing expense
To reflect the reduced interest expense of the borrowings due to their payoff	$	(99	)
U - Adjustment to provision for credit losses
To record the provision for credit losses associated with Emclaire’s non-PCD loans	$	8,300

29

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Income Statement	March 31, 2022
	(Dollars in thousands)
V - Adjustment to occupancy and equipment expense
To reflect Emclaire’s fair value adjustment on buildings which will reduce depreciation expense over 27.5 years	$	(9	)
W - Adjustment to intangible amortization expense
To reflect the amortization of the acquired core deposit intangible asset over 10 years by the straight-line method	$	248
X - Adjustment to other operating expenses
To reflect the fair value recognized on the payoff of borrowings	$	(405	)
Y - Adjustment to income tax expense
To reflect the income tax effect of pro forma adjustments at estimated marginal tax rate of 21%	$	(1,349	)
Z - Adjustments to loan income
To reflect net accretion of loan credit mark and amortization of loan rate mark, both over an estimated 5 year average life	$	3,806
AA - Adjustments to taxable securities income
To reflect lost interest income due to sale of securities to provide cash for the transaction	$	(1,314	)
To reflect the fair value of securities which will be amortized into income over 5 years		3,066
	$	1,752
BB - Adjustment to deposit expense
To reflect accretion of deposit rate mark over an estimated three year average life	$	(876	)
CC - Adjustments to borrowing expense
To reflect the reduced interest expense of the borrowings due to their payoff	$	(395	)
DD - Adjustment to provision for credit losses
To record the provision for credit losses associated with Emclaire’s non-PCD loans	$	8,300
EE - Adjustment to occupancy and equipment expense
To reflect Emclaire’s fair value adjustment on buildings which will reduce depreciation expense over 27.5 years	$	(36	)
FF - Adjustment to intangible amortization expense
To reflect the amortization of the acquired core deposit intangible asset over 10 years by the straight-line method	$	992
GG - Adjustment to other operating expenses
To reflect the fair value recognized on the payoff of borrowings	$	(405	)
HH - Adjustment to income tax expense
To reflect the income tax effect of pro forma adjustments at estimated marginal tax rate of 21%	$	(2,022	)
II - Adjustment to preferred stock dividends
To reflect the elimination of preferred stock dividends due to preferred stock payoff	$	(196	)
JJ - Adjustment to average shares outstanding
To arrive at consolidated pro forma average shares outstanding, Emclaire’s respective average outstanding shares were multiplied by the exchange ratio of 2.15 and then added to Farmers respective average outstanding shares

30

UNAUDITED COMPARATIVE PER SHARE DATA

The following table summarizes selected share and per share information about Farmers and Emclaire giving effect to the Merger (which is referred to as “pro forma” information). The data in the table should be read together with the financial information and the financial statements of Farmers and Emclaire incorporated by reference or included in this proxy statement/prospectus. The pro forma information is presented as an illustration only. The data does not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the Merger had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period.

The information about book value per share and shares outstanding assumes that the Merger took place as of the dates presented and is based on the assumptions set forth in the preceding unaudited pro forma condensed combined consolidated balance sheet. The information about dividends and earnings per share assumes that the Merger took place as of the periods presented and is based on the assumptions set forth in the preceding unaudited pro forma condensed combined consolidated income statement. No pro forma adjustments have been included to reflect potential effects of the Merger related to integration expenses, cost savings or operational synergies which are expected to be obtained by combining the operations of Farmers and Emclaire, or the costs of combining the companies and their operations. It is further assumed that Farmers will pay a cash dividend after the completion of the Merger at the annual rate of $0.16 per common share. The actual payment of dividends is subject to numerous factors, and no assurance can be given that Farmers will pay dividends following the completion of the Merger or that dividends will not be reduced in the future.

	FMNB Historical		EMCF Historical		Pro Forma Combined(1)(2)(3)		Equivalent Pro Forma EMCF(4)
Basic Net Income Per Common Share
Three months ended March 31, 2022	$	0.47	$	0.89	$	0.35	$	0.75
Year ended December 31, 2021	$	1.78	$	3.66	$	1.82	$	3.91
Diluted Net Income Per Common Share
Three months ended March 31, 2022	$	0.47	$	0.88	$	0.35	$	0.75
Year ended December 31, 2021	$	1.77	$	3.63	$	1.81	$	3.89
Dividends Declared Per Common Share
Three months ended March 31, 2022	$	0.16	$	0.31	$	0.16	$	0.34
Year ended December 31, 2021	$	0.47	$	1.20	$	0.47	$	1.01
Book Value Per Common Share
March 31, 2022	$	11.58	$	33.91	$	11.77	$	25.31

(1) The pro forma combined book value per FMNB common share is based on the pro forma combined common stockholders’ equity for the merged entities divided by total pro forma common shares of the combined entities.

(2) Pro forma dividends per share represent FMNB’s historical dividend per common shares.

(3) The pro forma combined diluted net income per FMNB’s common share is based on the pro forma combined diluted net income for the merged entities divided by total pro forma diluted common shares of the combined entities.

(4) Represents the Pro Forma Combined information multiplied by the 2.15 exchange ratio.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “FORWARD-LOOKING STATEMENTS” commencing on page [●], you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. The following is a discussion of the most significant factors that make an investment in Farmers common shares speculative or risky, but does not purport to present an exhaustive description of such risks. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document.

Risks Related to the Merger

The market value of Farmers common shares you receive in the Merger may decrease if there are fluctuations in the market price of Farmers common shares following the Merger.

Under the terms of the Merger Agreement, at the effective time of the Merger, each Emclaire common share will be converted into the right to receive, at the election of the holder of such Emclaire common share, either: (i) 2.15 Farmers common shares, or (ii) $40.00 in cash, subject to allocation and adjustment as set forth in the Merger Agreement.

Farmers will not issue any fractional common shares in connection with the Merger. Instead, each Emclaire common shareholder who would otherwise be entitled to receive a fraction of a Farmers common share (after taking into account all Emclaire common shares owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the Farmers fractional common share to which such holder would otherwise be entitled (rounded to the nearest thousandth when expressed in decimal form) multiplied by the average, rounded to the nearest one tenth of a cent, of the closing sale prices of Farmers common shares based on information reported by NASDAQ for the five consecutive full trading days ending on the day preceding the closing date of the Merger.

Any change in the market price of Farmers common shares prior to the completion of the Merger will affect the market value of the Merger consideration that Emclaire common shareholders will receive following completion of the Merger. Stock price changes may result from a variety of factors that are beyond the control of Farmers and Emclaire, including, but not limited to, general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Emclaire common shareholders should obtain current sale prices for Farmers common shares before voting their common shares at the Emclaire special meeting.

The market price of Farmers shares after the Merger may be affected by factors different from those affecting the shares of Emclaire currently.

Upon completion of the Merger, holders of Emclaire common shares who receive Farmers common shares as the Merger consideration will become holders of Farmers common shares. The businesses of Farmers and Emclaire differ in certain respects and, accordingly, the results of operations of the combined company and the market price of the combined company’s common shares may be affected by factors different from those currently affecting the independent results of operations of each of Farmers and Emclaire. Farmers is, and will continue to be, subject to the risks described in Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●] of this proxy statement/prospectus.

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Farmers could experience difficulties in managing its growth and effectively integrating the operations of Emclaire.

The earnings, financial condition and prospects of Farmers after the Merger will depend in part on Farmers’ ability to integrate successfully the operations of Emclaire and Emlenton Bank, and to continue to implement its own business plan. Farmers may not be able to fully achieve the strategic objectives and projected operating efficiencies anticipated in the Merger. The costs or difficulties relating to the integration of Emclaire and Emlenton Bank with the Farmers organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of any acquired entity, and Farmers may encounter difficulties, including, without limitation, loss of key employees and customers, and the disruption of its ongoing business or possible inconsistencies in standards, controls, procedures and policies. These factors could contribute to Farmers not fully achieving the expected benefits from the Merger.

The Merger Agreement limits Emclaire’s ability to pursue alternatives to the Merger with Farmers, may discourage other acquirers from offering a higher valued transaction to Emclaire and may, therefore, result in less value for the Emclaire shareholders.

The Merger Agreement contains a provision that, subject to certain limited exceptions, prohibits Emclaire from soliciting, negotiating or providing confidential information to any third party relating to any competing proposal to acquire Emclaire or Emlenton Bank. The prohibition limits Emclaire’s ability to seek offers from other potential acquirers that may be superior from a financial point of view to the proposed transaction.

In addition, if the Merger Agreement is terminated due to certain circumstances, Emclaire is required to pay Farmers a termination fee of $3,750,000. The requirement that Emclaire make such a payment could discourage another company from making a competing proposal. For a description of the circumstances in which Emclaire would be required to pay the termination fee to Farmers, see “THE MERGER AGREEMENT – Termination; Termination Fee” on page [●] of this proxy statement/prospectus.

The fairness opinion of Emclaire’s financial advisor does not reflect changes in circumstances subsequent to the date of such opinion.

The Emclaire board of directors received an opinion, dated March 23, 2022, from its financial advisor as to the fairness of the Merger consideration from a financial point of view to the shareholders of Emclaire as of the date of such opinion. Subsequent changes in the operation and prospects of Emclaire or Farmers, general market and economic conditions and other factors that may be beyond the control of Emclaire or Farmers may significantly alter the value of Emclaire or Farmers or the price of the Farmers common shares by the time the Merger is completed. The opinion does not address the fairness of the Merger consideration from a financial point of view at the time the Merger is completed, or as of any other date other than the date of such opinion. The opinion of Emclaire’s financial advisor is attached as Annex B to this proxy statement/prospectus. For a description of the opinion, see “THE MERGER – Opinion of Emclaire’s Financial Advisor” on page [●] of this proxy statement/prospectus.

Emclaire shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management of the combined organization.

The Merger will result in Emclaire’s shareholders having an ownership stake in the combined company that is substantially smaller than their current stake in Emclaire. Upon completion of the Merger, we estimate that continuing Farmers shareholders will own approximately 89.2% of the issued and outstanding common shares of the combined company, and former Emclaire common shareholders will own approximately 10.8% of the issued and outstanding common shares of the combined company. Consequently, Emclaire common shareholders, as a general matter, will have substantially less influence over the management and policies of the combined company after the effective time of the Merger than they currently exercise over the management and policies of Emclaire.

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Failure to complete the Merger could negatively impact the value of Emclaire’s shares and future businesses and financial results of Farmers and Emclaire.

If the Merger is not completed, the ongoing businesses of Farmers and Emclaire may be adversely affected, and Farmers and Emclaire will be subject to several risks, including the following:

• Farmers and Emclaire will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, certain financial advisor and printing fees;

• under the Merger Agreement, Emclaire is subject to certain restrictions regarding the conduct of its business before completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and

• matters relating to the Merger may require substantial commitments of time and resources by Farmers and Emclaire management, which could otherwise have been devoted to other opportunities that may have been beneficial to Farmers and Emclaire as independent companies, as the case may be.

In addition, if the Merger is not completed, Farmers and Emclaire may experience negative reactions from their respective customers and employees. Employees could resign and obtain other employment as a result of the potential Merger or a failed completion of the Merger. Farmers or Emclaire also could be subject to litigation related to any failure to complete the Merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

Before the Merger may be completed, various approvals or waivers of application, consents and non-objections must be obtained from the Board of Governors of the Federal Reserve, the OCC and the Pennsylvania Department. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER – Regulatory Approvals Required” on page [●] of this proxy statement/prospectus. These approvals could be delayed or not obtained at all, including due to either party’s regulatory standing or any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of the Merger, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reducing the anticipated benefits of the Merger if the Merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Merger or termination of the Merger Agreement. Finally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would permanently enjoin or otherwise prohibit or make illegal the transactions contemplated by the Merger Agreement. See “THE MERGER AGREEMENT – Termination; Termination Fee” on page [●] of this proxy statement/prospectus.

Emclaire’s directors and executive officers have interests in the Merger that may differ from, or are in addition to, the interests of holders of Emclaire common shares.

Emclaire shareholders should be aware that Emclaire’s directors and executive officers have interests in the Merger and have arrangements that are different from, or in addition to, those of Emclaire shareholders. The Emclaire board of directors was aware of these respective interests and considered these interests, among other

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matters, when making its decision to approve the Merger Agreement, and in recommending that the holders of Emclaire common stock vote to approve and adopt the Merger Agreement. For a more complete description of these interests, please see “THE MERGER – Interests of Emclaire Directors and Executive Officers in the Merger” on page [●] of this proxy statement/prospectus.

The Farmers common shares to be received by Emclaire shareholders upon completion of the Merger will have different rights than Emclaire common shares.

Upon completion of the Merger, Emclaire common shareholders will no longer be shareholders of Emclaire but will instead become shareholders of Farmers, and their rights as shareholders of Farmers will be governed by the Ohio Revised Code and by Farmers’ Articles of Incorporation, as amended, and Amended Code of Regulations. The terms of Farmers’ Articles of Incorporation, as amended, and Amended Code of Regulations are in some respects materially different than the terms of Emclaire’s Amended and Restated Articles of Incorporation and Bylaws. See “COMPARISON OF CERTAIN RIGHTS OF EMCLAIRE SHAREHOLDERS AND FARMERS SHAREHOLDERS” on page [●] of this proxy statement/prospectus.

Holders of Emclaire common shares will not have dissenters’ rights or appraisal rights in the Merger.

Pursuant to Section 1571(b) of the PAETL, none of the Emclaire shareholders will be entitled to appraisal or dissenters’ rights in connection with the Merger.

Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed.

The respective obligations of Farmers and Emclaire to complete the Merger are subject to the fulfillment or written waiver of many conditions, including approval by the requisite vote of Emclaire’s shareholders, receipt of requisite regulatory approvals, absence of orders prohibiting completion of the Merger, effectiveness of the registration statement of which this document is a part, approval of the Farmers common shares to be issued to Emclaire for listing on NASDAQ, the continued accuracy of the representations and warranties by both parties, and the performance by both parties of their covenants and agreements. See “THE MERGER AGREEMENT – Conditions to the Merger” on page [●] of this proxy statement/prospectus. These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by January 31, 2023, either Farmers or Emclaire may have the opportunity to choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after approval by the requisite vote of the Emclaire shareholders. In addition, Farmers or Emclaire may elect to terminate the Merger Agreement in certain other circumstances. See “THE MERGER AGREEMENT – Termination; Termination Fee” on page [●] of this proxy statement/prospectus for a fuller description of these circumstances.

The unaudited pro forma combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations of Farmers after the Merger may differ materially.

The pro forma financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what Farmers’ actual financial condition or results of operations would have been had the Merger been completed on the dates presented. The unaudited financial information reflects estimated adjustments, which are based upon preliminary estimates and the purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Emclaire as of the date of the completion of the Merger. For more information, please see “SUMMARY SELECTED PRO FORMA CONDENSED COMBINED DATA” and “UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER” on page [●] of this proxy statement/prospectus.

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Risks Related to Farmers’ Business

You should read and consider risk factors specific to Farmers’ business that will also affect the combined company after the Merger, described in Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 9, 2022, as amended by Amendment No. 1 on Form 10-K/A thereto filed with the SEC on May 6, 2022, and as updated by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed by Farmers with the SEC and incorporated by reference into this document. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page [●] of this proxy statement/prospectus.

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), notwithstanding that such statements are not specifically identified. These forward-looking statements include statements about Farmers’, Emclaire’s and the combined entity’s financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements express Farmers’ and Emclaire’s management’s current expectations or forecasts of future events and, by their nature, are subject to assumptions, risks and uncertainties. Certain statements contained in this proxy statement/prospectus and the documents incorporated herein by reference that are not statements of historical fact constitute forward-looking statements.

In addition, certain statements may be contained in the future filings of Farmers and Emclaire with the SEC, in press releases and in oral and written statements made by or with the approval of Farmers or Emclaire that are not statements of historical fact and constitute forward-looking statements within the meaning of the Reform Act. Examples of forward-looking statements include, but are not limited to:

• statements about the benefits of the Merger between Farmers and Emclaire, including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from the Merger;

• statements regarding plans, objectives and expectations of Farmers or Emclaire or their respective management or boards of directors;

• statements regarding future economic performance; and

• statements regarding assumptions underlying any such statements.

Forward-looking statements are preceded by terms such as “will,” “would,” “should,” “could,” “may,” “expect,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “project,” or variations of these words, or similar expressions.

Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers’ control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers’ actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation:

• the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals, approval by Emclaire’s shareholders or other conditions to the transaction are not obtained or satisfied on a timely basis or at all;

• the possibility that the anticipated benefits of the transaction are not realized when expected or at all;

• the risk that the businesses of Farmers and Emclaire will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected;

• expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame;

• revenues or earnings following the Merger may be lower than expected;

• deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

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• local, regional, national and international economic conditions and the impact they may have on Farmers and its customers and Farmers’ assessment of that impact;

• effects of the COVID-19 pandemic on the local, national, and international economy, Farmers’ or Emclaire’s organization and employees, and Farmers’ or Emclaire’s customers and suppliers and their business operations and financial condition, including Farmers’ or Emclaire’s customers’ ability to repay loans;

• disruptions in the mortgage and lending markets and significant or unexpected fluctuations in interest rates related to COVID-19 and governmental responses, including financial stimulus packages;

• changes in the level of non-performing assets, delinquent loans and charge-offs;

• material changes in the value of Farmers common shares;

• changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

• the risk that management’s assumptions and estimates used in applying critical accounting policies prove unreliable, inaccurate or not predictive of actual results;

• inflation, interest rate, securities market and monetary fluctuations;

• general fluctuations in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

• competitive factors, including increased competition with regional and national financial institutions;

• the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

• legislation affecting the financial services industry as a whole, and/or Farmers and Emclaire and their respective subsidiaries, individually or collectively;

• governmental and public policy changes;

• rapidly changing technology and evolving banking industry standards;

• competitive factors, including increased competition with regional and national financial institutions; and

• the impact on Farmers’ businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.

Additional factors that could cause Farmers’ and Emclaire’s results to differ materially from those described in the forward-looking statements can be found in Farmers’ and Emclaire’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Farmers or Emclaire or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. In addition, these statements speak only as of the date made. Farmers and Emclaire do not undertake, and expressly disclaim, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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THE SPECIAL MEETING OF SHAREHOLDERS OF EMCLAIRE

Time, Date and Place

This proxy statement/prospectus is being provided to Emclaire common shareholders in connection with the solicitation of proxies by the Emclaire board of directors for use at the special meeting of shareholders to be held virtually at 9:00 a.m., local time, on [●], 2022, including any adjournments of the special meeting.

Shareholders of record at the close of business on [●], 2022 may attend the virtual special meeting, vote and submit questions during the meeting. You may use your computer or mobile device to access the virtual special meeting on the Internet at https://web.lumiagm.com/294482803. The passcode for the special meeting, which is case sensitive is: emclaire2022. We encourage you to access the meeting prior to the start time to allow for ample time for the check-in process.

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance to attend and vote at the special meeting. To register in advance of the special meeting, you must first obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the special meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15^th Avenue

Brooklyn, NY 11219

This proxy statement/prospectus is also being furnished by Farmers to Emclaire common shareholders as a prospectus in connection with the issuance of Farmers common shares upon completion of the Merger.

Matters to be Considered

At the special meeting, the shareholders of Emclaire will be asked to consider and vote upon the following matters:

• a proposal to adopt and approve the Merger Agreement;

• a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Emclaire’s named executive officers that is based on or otherwise relates to the Merger (the “Emclaire compensation proposal”); and

• a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

The board of directors of Emclaire believes that the Merger with Farmers is in the best interests of Emclaire shareholders and recommends that you vote (1) ”FOR” the adoption and approval of the Merger Agreement, (2) “FOR” the Emclaire compensation proposal, and (3) “FOR” the proposal to adjourn the special meeting of Emclaire shareholders, if necessary, to solicit additional proxies.

Record Date; Shares Outstanding and Entitled to Vote

The board of directors of Emclaire has fixed the close of business on [●], 2022, as the record date for determining the Emclaire common shareholders who are entitled to notice of and to vote at the Emclaire special

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meeting of shareholders. Only Emclaire shareholders at the close of business on the record date will be entitled to notice of the Emclaire special meeting, and only holders of shares of Emclaire common stock at the close of business on the record date will be entitled to vote at the Emclaire special meeting.

As of the close of business on [●], 2022 there were [2,735,212] shares of Emclaire common stock outstanding and entitled to vote at the special meeting. Each share of Emclaire common stock entitles the holder to one vote on all matters properly presented at the special meeting. Shares of Emclaire common stock were held by approximately [710] shareholders of record.

Votes Required; Quorum

The adoption and approval of the Merger Agreement by Emclaire, pursuant to Emclaire’s Amended and Restated Articles of Incorporation, the PAETL and as a condition precedent to the obligations of the parties to effect the Merger, requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the proposal at the special meeting. A quorum, consisting of the holders of a majority of the votes which Emclaire shareholders are entitled to cast, must be present in person or by proxy at the special meeting before any action, other than the adjournment of the special meeting, can be taken. The affirmative vote of a majority of the total votes present, in person or by proxy, at the special meeting is required to approve the Emclaire compensation proposal. The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. The affirmative vote of the holders of a majority of the total votes present, in person or by proxy, at the special meeting is required to adjourn the special meeting.

As of [May 12], 2022, directors and executive officers of Emclaire beneficially owned an aggregate of [471,020] shares of Emclaire common stock, an amount equal to approximately [17.2]% of the outstanding shares of Emclaire common stock. As of the date of this proxy statement/prospectus, each of the directors of Emclaire, who, collectively, beneficially own shares of Emclaire common stock entitling them to cast [452,761] votes with respect to each proposal to be presented at the special meeting, entered into voting agreements with Farmers on March 23, 2022, pursuant to which they are required, subject to certain terms and conditions, to vote their shares of Emclaire common stock in favor of the adoption and approval of the Merger Agreement.

Your vote is important. The adoption and approval of the Merger Agreement by Emclaire requires the affirmative vote of a majority of the votes cast by all Emclaire shareholders entitled to vote on the proposal at the special meeting. The affirmative vote of a majority of the total votes present, in person or by proxy, at the special meeting is required to approve the Emclaire compensation proposal and the proposal to adjourn the special meeting. If you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to adopt and approve the Merger Agreement, it will have no effect on the voting on the proposal. If you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the Emclaire compensation proposal or the proposal to adjourn the special meeting, it will have the same effect as a vote “AGAINST” the proposal.

The failure to return your proxy card or virtually attend and vote during the special meeting will have no effect on the proposal to adopt and approve the Merger Agreement, the Emclaire compensation proposal in connection with the merger or the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

You may virtually attend and vote during the special meeting or by proxy. To ensure your representation at the special meeting, Emclaire recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting. Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed.

To assure that your shares of Emclaire common stock will be voted at the meeting, please indicate your voting instructions: (i) over the Internet at www.voteproxy.com, (ii) by telephone at 1-800-776-9437, or (iii) by completing and signing the enclosed proxy card and returning it promptly in the enclosed, postage prepaid,

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addressed envelope. No additional postage is required if mailed in the United States. The giving of a proxy will not affect your right to vote during the special meeting if you virtually attend the special meeting.

If your shares are registered directly in your name with Emclaire’s transfer agent, you are a “shareholder of record” or registered holder. If your shares are held through a bank, broker, nominee or other shareholder of record, you are considered the “beneficial owner” of those shares. If your shares are held by a bank, broker, depositary, trustee or some other nominee, that entity will provide separate voting instructions. If a beneficial owner provides specific voting instructions by mail, telephone, or internet, your nominee will vote your shares as you have directed.

A quorum, consisting of the holders of a majority of the votes which Emclaire shareholders are entitled to cast, must be present, in person or by proxy, at the Emclaire special meeting before any action, other than the adjournment of the special meeting, can be taken. A properly executed proxy card marked “ABSTAIN” will be counted for purposes of determining whether a quorum is present.

The Emclaire board of directors does not expect any matter other than the adoption and approval of the Merger Agreement, approval of the Emclaire compensation proposal, and, if necessary, the approval of the adjournment of the special meeting to solicit additional proxies. If any other matters are properly brought before the special meeting for consideration, the shares of Emclaire common stock represented by properly executed proxy cards will be voted, to the extent permitted by applicable law, in the discretion of the persons named in the proxy card in accordance with their best judgment.

Solicitation and Revocation of Proxies

A proxy card accompanies each copy of this proxy statement/prospectus mailed to Emclaire shareholders. Your proxy is being solicited by the board of directors of Emclaire. Whether or not you attend the special meeting, the Emclaire board of directors urges you to return your properly executed proxy card as soon as possible. If you return your properly executed proxy card prior to the special meeting and do not revoke it prior to its use, the shares of Emclaire common stock represented by that proxy card will be voted at the special meeting or, if appropriate, at any adjournment of the special meeting. Shares of Emclaire common stock will be voted as specified on the proxy card or, in the absence of specific instructions to the contrary, will be voted “FOR” the adoption and approval of the Merger Agreement, “FOR” the approval of the Emclaire compensation proposal, and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies.

An Emclaire shareholder who votes via the Internet or telephone or returns a proxy via mail may revoke it at any time before it is voted at the special meeting by: (i) delivering written notice of revocation to Jennifer A. Poulsen, Secretary, Emclaire Financial Corp., 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373, telephone: (844) 767-2311; (ii) executing and returning a later-dated proxy; (iii) voting again via the Internet or telephone, or (iv) attending the virtual special meeting and voting during the meeting after giving written notice to the Secretary of Emclaire. Only the latest dated written proxy, or Internet or telephone proxy submitted by a shareholder prior to the special meeting will be counted.

Your attendance at the special meeting will not, by itself, revoke your proxy.

Emclaire has engaged Alliance Advisors to act as its proxy solicitor and to assist in the solicitation of proxies for the special meeting. Emclaire has agreed to pay approximately $6,000 plus reimbursement for certain expenses for such services and also will indemnify Alliance Advisors against certain claims, costs, damages, liabilities, judgments and expenses. Emclaire may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Emclaire common stock.

Emclaire’s directors, officers and employees also may solicit proxies by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. Emclaire will also request that

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brokerage houses and other custodians, nominees and fiduciaries send these proxy materials to beneficial owners of Emclaire common stock. Emclaire will upon request, reimburse such brokerage houses and custodians for their reasonable expenses in assisting with the solicitation of proxies.

If you have any additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Emclaire common stock or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Alliance Advisors, Emclaire’s proxy solicitor, by calling 833-757-0767, or by email to emcf@allianceadvisors.com.

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PROPOSALS SUBMITTED TO EMCLAIRE SHAREHOLDERS

Merger Proposal

As discussed throughout this proxy statement/prospectus, Emclaire is asking its common shareholders to adopt and approve the Merger Agreement. The adoption and approval of the Merger Agreement by Emclaire, pursuant to the PAETL and as a condition precedent to the obligations of the parties to effect the Merger, requires the affirmative vote of a majority of the votes cast by all Emclaire shareholders entitled to vote on the proposal at the special meeting. Each share of Emclaire common stock entitles the holder to one vote on the proposal to adopt and approve the Merger Agreement.

Emclaire common shareholders should carefully read this document in its entirety for more detailed information regarding the Merger Agreement and the Merger. In particular, shareholders are directed to the copy of the Merger Agreement attached as Annex A to this proxy statement/prospectus.

The board of directors of Emclaire recommends a vote “FOR” the proposal to adopt and approve the Merger Agreement.

Advisory Approval of Executive Compensation to be Paid in the Merger

In accordance with Section 14A of the Exchange Act, Emclaire is providing its shareholders with the opportunity to cast an advisory vote on the compensation that may be payable to its named executive officers in connection with the Merger, as disclosed in the section of this proxy statement/prospectus captioned “THE MERGER — Golden Parachute Compensation,” beginning on page [●] of this proxy statement/prospectus, and the related tables and narratives. Emclaire is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the shareholders of Emclaire Financial Corp. approve, on an advisory (nonbinding) basis, the agreements for and compensation to be paid by Emclaire Financial Corp. to Emclaire’s named executive officers in connection with the Merger with Farmers National Banc Corp., as disclosed in the section of the proxy statement/prospectus for the Merger captioned “The Merger—Golden Parachute Compensation.””

The approval of the executive compensation to be paid by Emclaire in the Merger is not a condition to the Merger and is a vote separate and apart from the vote to approve the Merger Agreement proposal. In addition, because the vote on executive compensation to be paid in the Merger is advisory in nature only, it will not be binding on Emclaire. Because Emclaire is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, if the Merger is completed and regardless of the outcome of the advisory vote.

The affirmative vote of the holders of a majority of the total votes present, in person or by proxy, will be required to approve the advisory resolution on executive compensation to be paid in the Merger. Abstentions will be counted towards a quorum but will have the same effect as a vote “AGAINST” this proposal.

The board of directors of Emclaire recommends a vote “FOR” the proposal to approve on an advisory basis the compensation that may be paid or become payable to Emclaire’s named executive officers in connection with the Merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable.

Adjournment Proposal

The special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, the solicitation of additional proxies if there are insufficient votes at the time of the special

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meeting to approve and adopt the Merger Agreement. If, at the time of the special meeting, the number of shares of Emclaire common stock present or represented and voting in favor of the Merger Agreement proposal is insufficient to approve and adopt the Merger Agreement, Emclaire intends to move to adjourn the special meeting in order to enable the Emclaire board of directors to solicit additional proxies for approval of the proposal. In that event, Emclaire will ask the Emclaire common shareholders to vote only upon the adjournment proposal and not the Merger proposal.

In the adjournment proposal, Emclaire is asking its common shareholders to authorize the holder of any proxy solicited by the Emclaire board of directors to vote in favor of granting discretionary authority to the proxy holders to adjourn the special meeting to another time and place for the purpose of soliciting additional proxies. If the Emclaire common shareholders approve the adjournment proposal, Emclaire could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Emclaire common shareholders who have previously voted.

The affirmative vote of the holders of a majority of the total votes present, in person or by proxy, at the special meeting is required to adjourn the special meeting.

The Emclaire board of directors recommends a vote “FOR” the Emclaire adjournment proposal.

Other Matters to Come Before the Special Meeting

No other matters are intended to be brought before the special meeting by Emclaire and Emclaire does not know of any matters to be brought before the special meeting by others. If, however, any other matters properly come before the special meeting, the persons named in the proxy will vote the shares of common stock represented thereby in accordance with their best judgment on any such matter.

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THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the Merger Agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A, for a more complete understanding of the Merger.

The Proposed Merger and Subsidiary Bank Merger

The Merger Agreement provides for the merger of Emclaire with and into Merger Sub, a newly-formed, wholly-owned subsidiary of Farmers (the “Merger”), with Merger Sub as the surviving entity. Thereafter, Merger Sub promptly will be dissolved and liquidated and, at a later time as soon as practicable as specified by Farmers Bank and certified by the OCC, Emlenton Bank will be merged with and into Farmers Bank, with Farmers Bank surviving the subsidiary bank merger.

The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated in this proxy statement/prospectus by reference. You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Background of the Merger

From time to time over the past several years, Emclaire’s board of directors has periodically discussed and reviewed Emclaire’s business, performance and prospects and has considered various strategic alternatives. In the context of such reviews, the strategic alternatives considered by Emclaire’s board of directors have included continuing its on-going operations as an independent institution, acquiring other depository institutions, branch offices or other financial services firms engaged in complementary lines of business and entering into a strategic merger with a similarly sized or larger institution. The Emclaire board of directors also periodically reviewed, often with input from an investment banking firm, the competitive environment in Emclaire’s market area and merger and acquisition activity in the financial services industry in general and in the western Pennsylvania market area in particular.

In addition, William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire, has for the past several years periodically met informally with members of senior management, generally the chief executive officer, of other financial institutions to discuss the state of the industry and related matters as well as the strategic direction of Emclaire, including the possible interest in discussing a business combination. Mr. Marsh met informally with Kevin J. Helmick, President and Chief Executive Officer of Farmers, on various occasions beginning in June 2021. No specifics regarding any potential transaction were discussed at those informal meetings.

On October 25 and 26, 2021, the Emclaire board of directors held a strategic retreat at an offsite location to undertake a review of Emclaire’s results of operations, business, performance and prospects. Among other things, the Emclaire board of directors considered the current and prospective environment in which Emclaire operates, the current competitive environment for financial institutions, increased regulatory burdens and the uncertain operating climate going forward. At the retreat, a consulting firm made a presentation to the board concerning Emclaire’s operating model and future prospects as an independent company. A representative of Raymond James, an investment banking firm, also made a presentation at the meeting to assist the board of directors in analyzing the various potential strategic alternatives available to Emclaire. Raymond James provided the board with an overview of the financial institution industry in Emclaire’s market area, its assessment of merger and acquisition activity in the region and on a nationwide basis, and its assessment of potential business combination transactions that might be available to Emclaire.

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After considering the presentations made at its strategic retreat by Mr. Marsh, the Chairman of the Board, Raymond James and others, Emclaire’s board of directors determined that it would be in Emclaire’s best interest to negotiate a potential transaction with one of four potential partners selected by the board of directors following the meeting. The four institutions were selected based upon, among other factors, their financial strength and the anticipated ability of such potential acquirer to pay more fulsome merger consideration compared to other potential acquirors, their acquisition track record, the products and services offered to their customers and their revenue sources, the potential for future appreciation in the stock of such potential acquirors, the greater liquidity of their stock and the opportunities for Emlenton Bank’s employees and the communities served by Emclaire. On October 26, 2021, Emclaire retained Raymond James as its exclusive financial advisor and investment banker in connection with any business combination transaction that Emclaire might determine to pursue and directed Raymond James to approach those parties to evaluate their interest in engaging in a business combination transaction with Emclaire and, if interested, to negotiate a potential business combination.

In late-October through early-November, Raymond James worked with senior management of Emclaire to prepare confidential marketing materials and to establish an electronic data room that could be accessed by interested parties who executed non-disclosure agreements.

In early-November, Raymond James contacted the four potential business combination partners that had been identified in order to assess their level of interest in discussing a possible transaction with Emclaire. As a result of Raymond James’ inquiries, all of the four institutions contacted, including Farmers, executed a non-disclosure agreement (“NDA”) and, on November 12, 2021, received information relating to Emclaire’s operations and financial performance. Following a review of the materials provided, two of the four institutions that executed a NDA indicated that they were not interested in pursuing a business combination transaction for various reasons.

On November 19, 2021, Mr. Helmick and other members of Farmers’ senior management team engaged investment banking firm Janney Montgomery Scott LLC (“Janney”) to advise Farmers in connection with a potential transaction with Emclaire. On November 23, 2021, a representative of Janney made a presentation at a meeting of the Farmers board of directors of Janney’s assessment of a potential business combination transaction with Emclaire. On December 8, 2021, the Executive Committee of Farmers’ board of directors met with representatives of Janney and Farmers’ legal counsel, Vorys, Sater, Seymour and Pease LLP (“Vorys”), to discuss a draft indication of interest, its key proposed financial terms and the impact of such a transaction on the shareholders and employees of Farmers and the community in which it conducts business. The Executive Committee unanimously authorized Farmers’ management to enter into the non-binding indication of interest and proceed with discussions with Emclaire about a potential acquisition.

On December 10, 2021, the two remaining parties that had signed NDAs, including Farmers, submitted non-binding indications of interest to acquire Emclaire. Farmers’ indication of interest proposed a transaction with a purchase price of $40 per share consisting of 70% in Farmers common shares and 30% in cash, at the election of the holder, or approximately $111.6 million consideration in the aggregate. The other institution submitted an initial indication of interest for a proposed transaction with a proposed purchase price of $33.16 per share, consisting of 50% in stock and 50% in cash, with an aggregate value of $93.1 million.

The Emclaire board of directors met on December 15, 2021 to consider the two non-binding indications of interest that had been received. Representatives of Raymond James and Emclaire’s outside legal counsel, Silver, Freedman, Taff & Tiernan LLP (“Silver Freedman”), participated in the board meeting. Raymond James reviewed with Emclaire’s board of directors the process that had been undertaken to date and then reviewed in detail the two indications of interest that had been received from Farmers and the other company. Raymond James reviewed with the board an overview of each of the parties that submitted indications of interest on a stand-alone as well as a pro-forma basis when combined with Emclaire. Silver Freedman advised the board as to its fiduciary duties and responsibilities in considering a change in control under Pennsylvania law. Members of the Emclaire board of directors asked various questions of Raymond James and Silver Freedman. Based on its review of the two indications of interest, the results of the process conducted by Raymond James on Emclaire’s

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behalf, and the potential benefits and risks of a merger of Emclaire with and into Farmers, the Emclaire board of directors determined to continue its discussions solely with Farmers and to permit it to conduct additional due diligence. The other institution was advised that, based on its initial indication of interest, Emclaire was not interested in continuing discussions on a business combination.

On December 16, 2021, the Executive Committee of Farmers’ board of directors met again with representatives of Janney and Vorys to discuss a revised indication of interest and unanimously authorized management to enter into the revised non-binding indication of interest and proceed with discussions with Emclaire about a potential acquisition.

Following the Emclaire board’s determination to continue pursuing a business combination with Farmers, Raymond James continued discussions with Farmers’ financial advisor, Janney, regarding, among other factors, Farmers’ proposed pricing included in its bid. On December 21, 2021, Farmers provided an updated indication of interest letter whereby it proposed a purchase price within a range of $40 to $41 per share of Emclaire common stock, with consideration to consist of 70% of Farmers common shares and 30% in cash, at the election of the Emclaire shareholder, providing for an aggregate consideration of $111.6 million to $114.3 million. Farmers and Emclaire signed the revised indication of interest on December 21, 2021.

In January 2022, Farmers’ credit due diligence team engaged Strategic Risk Associates (“SRA”) to conduct credit due diligence on Emclaire’s loan portfolio. SRA’s primary objective was to provide an estimate of legacy loan losses for Most Likely (Base) and Downside Case scenarios. The week of January 17, 2022, the Farmers credit due diligence team, with SRA’s assistance, also conducted on-site due diligence. During January and February 2022, Emclaire provided extensive due diligence information through its virtual data room to Farmers.

On February 8, 2022, senior management of Emclaire and Farmers met at Farmers’ executive offices, along with their respective financial advisors, to conduct in person due diligence interviews of both parties. In addition, senior management of Emclaire as well as Raymond James and Silver Freedman conducted a due diligence review of various documents Farmers had provided through an electronic data room. Emclaire determined to continue its discussions with Farmers and requested that Farmers have its counsel prepare and deliver a draft definitive merger agreement to Emclaire and its legal counsel.

Farmers’ legal counsel, Vorys, provided an initial draft of the Merger Agreement to Farmers financial advisor, Janney, who, on February 24, 2022, forwarded the draft to Raymond James. Silver Freedman reviewed the draft merger agreement with both Emclaire and representatives of Raymond James and provided comments on the draft merger agreement to Vorys. The draft merger agreement provided consideration for each Emclaire common share of either $40 in cash or 2.15 shares of Farmers common stock, at the election of the holder, subject to total consideration consisting of 70% in Farmers common shares and 30% in cash. Due to changes in overall market conditions and the decrease in the price of Farmers common shares since its indication of interest in December 2021, this fixed exchange ratio represented a lower implied value then the stock consideration that was offered in December 2021. From receipt of the initial draft agreement through March 21, 2022, Farmers and Emclaire, with the assistance of their respective legal counsels and financial advisors, continued to negotiate the terms of the definitive merger agreement and related documents. In addition, Farmers and Emclaire, with the assistance of their respective legal counsel and financial advisors, continued to discuss various matters related to the proposed combination of Farmers and Emclaire, including the proposed fixed exchange ratio.

Farmers’ board of directors met on March 22, 2022, for its regular monthly meeting. During the meeting the directors reviewed the terms of the Merger Agreement and the various related agreements contemplated by the Merger Agreement. The Farmers board of directors received presentations regarding the Merger Agreement from Farmers’ financial advisor, Janney, and from its legal counsel, Vorys. Legal counsel, Janney and senior management of Farmers also briefed the board of directors on the results of the due diligence review conducted on Emclaire. Legal counsel advised the board of directors on the terms of the Merger Agreement and fiduciary duties relating thereto. Representatives of Janney and Vorys responded to questions from, and participated in

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discussions with, the directors. At the meeting, Janney presented its opinion that the Merger consideration to be received by shareholders of Farmers was fair. After careful and deliberate consideration of the presentations by Farmers’ financial advisor and legal counsel as well as the interests of Farmers’ shareholders, customers, employees and the communities served by Farmers, the board of directors of Farmers unanimously approved the Merger Agreement and the related documents.

During the afternoon of March 23, 2022, the boards of directors of Emclaire and Emlenton Bank met in a special meeting in order to review the terms of the Merger Agreement, including the Merger consideration of either 2.15 shares of Farmers common stock or $40 in cash to be received for each share of Emclaire common stock upon consummation of the Merger, subject to certain allocation procedures in the Merger Agreement intended to ensure that 70% of the Merger consideration would consist of Farmers common shares and 30% in cash, and the various related agreements contemplated by the Merger Agreement. The Emclaire and the Emlenton Bank boards received presentations regarding the proposed Merger Agreement from Emclaire’s financial advisor, Raymond James, and from its legal counsel, Silver Freedman. Legal counsel, Raymond James and senior management of Emclaire also briefed the boards on the results of the due diligence review conducted on Farmers. Representatives of Raymond James and Silver Freedman responded to questions from, and participated in discussions with, the directors. At the meeting, Raymond James presented its opinion that the Merger consideration to be received by shareholders of Emclaire was fair to Emclaire’s shareholders from a financial point of view. After careful and deliberate consideration of the presentations by Emclaire’s financial advisor and legal counsel as well as the interests of Emclaire’s shareholders, customers, employees and the communities served by Emclaire, the board of directors of Emclaire unanimously approved the Merger Agreement and the related documents. The board of directors of Emlenton Bank also unanimously approved the bank merger agreement and the related documents.

Following the meeting of Emclaire’s board of directors on March 23, 2022, the Merger Agreement and related documents were executed and on March  24, 2022 prior to the opening of market trading, the parties issued a joint press release announcing the Merger.

Emclaire’s Reasons for the Merger

The board of directors of Emclaire has considered the terms and provisions of the Merger Agreement and concluded that they are fair to the shareholders of Emclaire and that the Merger is in the best interests of Emclaire and its shareholders.

In reaching its decision to approve the Merger Agreement, the Emclaire board of directors consulted with Emclaire’s management, as well as with Emclaire’s financial and legal advisors, and considered a variety of factors, including the following:

• The review undertaken by the Emclaire board of directors, with the assistance of Emclaire’s financial and legal advisors, with respect to the strategic alternatives available to Emclaire;

• The challenges facing Emclaire as an independent institution and the Emclaire board of directors’ belief that combining with a larger financial institution will benefit Emclaire’s shareholders and the customers and communities served by Emlenton Bank;

• The challenges to Emclaire in continuing to increase its net income levels each quarter at or above its current trend and the substantial management, financial and employee resources that would be required to execute Emclaire’s strategic plan, the length of time it would take to achieve the objectives of its strategic plan and the risks and challenges inherent in the successful execution of its strategic plan;

• The consideration being offered to Emclaire’s shareholders in relation to the market price, tangible book value per share and earnings per share of Emclaire;

• The fact that the implied value of the Merger consideration offered by Farmers as of March 22, 2022 (the closing price on the day before the Emclaire board of directors meeting) of $38.23 for each share

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of Emclaire common stock represented a premium of 36.3% over the closing price of Emclaire common stock on March 22, 2022 and the uncertainty whether or when the Emclaire common stock would trade at a level equal to the implied value of the Merger consideration;

• The results that could be expected to be obtained by Emclaire if it continued to operate independently and the potential future trading value of Emclaire common stock compared to the value of the Merger consideration offered by Farmers and the potential future trading value of the Farmers common shares;

• The fact that 70% of the aggregate Merger consideration would be in stock based upon a fixed exchange ratio, which would allow Emclaire shareholders who receive Farmers common shares in the Merger to participate in the future performance of the combined company;

• The cash/stock election provisions in the Merger Agreement providing Emclaire shareholders with an ability to choose the form of consideration that they wish to receive, subject to the overall 70%/30% stock/cash allotment;

• The limited prospects for Emclaire to grow its franchise through additional acquisitions given the relatively limited number of acquisition prospects available to Emclaire in western Pennsylvania as well as the prospective level of book value dilution likely to be incurred by Emclaire in any acquisition of another depository institution;

• The results of discussions with potential merger partners contacted by Raymond James, Emclaire’s financial advisor;

• The current and prospective environment in which Emclaire operates, including national, regional and local economic conditions, the competitive environment for financial institutions, the increased regulatory burdens on financial institutions, and the uncertainties in the regulatory climate going forward;

• The scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by combining Emclaire with Farmers;

• The complementary geographic locations of the Emclaire and Farmers branch networks;

• Farmers’ asset size and capital position, which would give the resulting institution over $5 billion in assets;

• The earnings prospects of the combined companies and the accretion to Emclaire’s earnings per share and dividend on an exchange ratio adjusted basis;

• The additional products offered by Farmers to its customers and the ability of the resulting institution to provide comprehensive financial services to its customers;

• Emclaire’s and Farmers’ shared community banking philosophies; and

• Raymond James’ opinion dated March 23, 2022 that, as of such date, the Merger consideration was fair to Emclaire’s shareholders from a financial point of view. The opinion is attached as Annex B to this document. For a summary of the presentation of Raymond James, see “Opinion of Emclaire’s Financial Advisor” below.

Other factors considered by Emclaire’s board of directors included:

• The reports of Emclaire’s management and the financial presentation by Raymond James to Emclaire’s board of directors concerning the operations, financial condition and prospects of Farmers and the expected financial impact of the Merger on the combined company, including pro forma assets, earnings, deposits and capital ratios;

• The proposed board arrangements of the combined company, including the proposed inclusion of a current director of Emclaire on Farmers’ board;

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• The likelihood of successful integration and the successful operation of the combined company;

• The likelihood that the regulatory approvals needed to complete the transaction will be obtained;

• The potential cost-saving opportunities;

• The ability of Emclaire to terminate the Merger Agreement if the trading price of Farmer’s common stock declines under certain circumstances, as more fully described under the section “THE MERGER AGREEMENT –Termination; Termination Fee” beginning on page [●];

• The effects of the Merger on Emclaire’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided to Emclaire employees; and

• The review by the Emclaire board of directors with its legal and financial advisors of the structure of the Merger and the financial and other terms of the Merger, including the Merger consideration and the condition that the Merger must qualify as a reorganization under section 368(a) of the Internal Revenue Code, which will permit Emclaire’s shareholders who receive Farmers shares, which constitutes the primary portion of the Merger consideration, to do so on a tax-free basis for federal income tax purposes.

The Emclaire board of directors also considered the potential risks associated with the Merger in connection with its deliberation of the proposed transaction, including the challenges of integrating Emclaire’s business, operations and employees with those of Farmers, the need to obtain approval by the shareholders of Emclaire as well as regulatory approvals in order to complete the transaction, and the risks associated with the operations of the combined company including the ability to achieve the anticipated cost savings. Emclaire’s board also considered that the stock portion of the Merger consideration was fixed at 2.15 shares of Farmers common stock and, by its nature, would not adjust upwards to compensate for declines, or downwards to compensate for increases, in Farmers stock price prior to completion of the Merger. Emclaire’s board of directors also believed the terms and conditions of the Merger Agreement, including the parties’ respective representations and warranties, the conditions to closing and termination provisions, provided adequate assurances as to Farmers’ obligation and ability to consummate the Merger in a timely manner, without any extraordinary conditions.

The foregoing discussion of the information and factors considered by Emclaire’s board of directors is not exhaustive, but includes all material factors considered by Emclaire’s board. In view of the wide variety of factors considered by the Emclaire board of directors in connection with its evaluation of the Merger and the complexity of these matters, the Emclaire board of directors did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Emclaire’s board of directors evaluated the factors described above, including asking questions of Emclaire’s management and Emclaire’s legal and financial advisors. In considering the factors described above, individual members of Emclaire’s board of directors may have given different weights to different factors. The Emclaire board of directors relied on the experience and expertise of its financial advisors for quantitative analysis of the financial terms of the Merger. See “Opinion of Emclaire’s Financial Advisor” below. It should also be noted that this explanation of the reasoning of Emclaire’s board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section “FORWARD-LOOKING STATEMENTS” beginning on page [●].

Recommendation of the Emclaire Board of Directors

After careful consideration, Emclaire’s board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including without limitation the Merger, are fair to and in the best interests of Emclaire and Emclaire’s shareholders. Emclaire’s board of directors unanimously recommends that Emclaire common shareholders vote “FOR” approval and adoption of the Merger Agreement and the Merger.

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Opinion of Emclaire’s Financial Advisor

Emclaire retained Raymond James as financial advisor on October 26, 2021. Pursuant to that engagement, the Emclaire board of directors requested that Raymond James evaluate the fairness, from a financial point of view, to the holders of Emclaire’s outstanding common stock of the Merger consideration, which consists of (i) $40.00 in cash or (ii) 2.15 shares of Farmers common stock for each share of Emclaire common stock at the election of the holder, subject to total consideration consisting of 70% in Farmers common shares and 30% in cash, to be received by such holders in the Merger pursuant to the Merger Agreement. At the March 23, 2022 meeting of the Emclaire board of directors, representatives of Raymond James rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Emclaire board, dated March 23, 2022, that the Merger consideration to be received by the holders of Emclaire common stock in the Merger pursuant to the Merger Agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion as of such date, was fair, as of such date, from a financial point of view, to the holders of Emclaire’s outstanding common stock. For the purposes of its opinion, and with Emclaire’s consent, Raymond James assumed that the Merger consideration had a value of $38.23 per share based on a closing price per share of Farmers common shares of $17.43 as of March 22, 2022. In requesting Raymond James’ advice and opinion, no limitations were imposed by Emclaire upon Raymond James with respect to the investigations made or procedures followed by Raymond James in rendering its opinion.

The full text of the written opinion of Raymond James is attached as Annex B to this document is incorporated by reference herein. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Raymond James in rendering its opinion. The summary of the opinion of Raymond James set forth in this document is qualified in its entirety by reference to the full text of such written opinion. Holders of Emclaire common stock are urged to read this opinion in its entirety. Raymond James’ opinion speaks only as of the date of such opinion. Raymond James’ opinion does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the transaction.

Raymond James provided its opinion for the information of the Emclaire board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the Merger, and its opinion only addresses whether the Merger consideration to be received by the holders of Emclaire common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders as of the date of such opinion. The opinion of Raymond James does not address any other term or aspect of the Merger Agreement or the transactions contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Emclaire board of directors or to any holder of Emclaire common stock as to how the Emclaire board of directors, such shareholder or any other person should vote or otherwise act with respect to the Merger or any other matter. Raymond James does not express any opinion as to the likely trading range of Farmers common shares following the Merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Farmers at that time. Raymond James’ opinion was approved by Raymond James’ fairness opinion committee.

In connection with its review of the proposed Merger and the preparation of its opinion, Raymond James, among other things:

• reviewed the financial terms and conditions as stated in the draft of the Merger Agreement dated March 21, 2022, as provided to Raymond James by Emclaire;

• reviewed certain information related to the historical condition and prospects of Emclaire, as made available to Raymond James by or on behalf of Emclaire, including, but not limited to, financial projections prepared by the management of Emclaire for the periods ending December 31, 2022 through 2026, as approved for Raymond James’ use by Emclaire, which we refer to in this section as the “Projections”;

• reviewed Emclaire’s audited financial statements for years ended December 31, 2021, December 31, 2020 and December 31, 2019;

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• reviewed Emclaire’s unaudited financial statements for the quarterly periods ended September 30, 2021, June 30, 2021 and March 31, 2021 and Emclaire’s unaudited balance sheet as of February 28, 2022, and statement of income for the two months then ended;

• reviewed Emclaire’s recent public filings and certain other publicly available information regarding Emclaire;

• reviewed the financial and operating performance of Emclaire and those of other selected public companies that Raymond James deemed to be relevant;

• considered the publicly available financial terms of certain transactions that Raymond James deemed to be relevant;

• reviewed the current and historical market prices of the common stock of Emclaire and the current and historical market prices of the publicly traded securities of certain other companies that Raymond James deemed to be relevant;

• conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate for purposes of the opinion;

• received a certificate addressed to Raymond James from a member of senior management of Emclaire regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Raymond James by or on behalf of Emclaire; and

• discussed with members of the senior management of Emclaire certain information relating to the aforementioned and any other matters that Raymond James deemed relevant to its inquiry including, but not limited to, the past and current business operations of Emclaire and the financial condition and future prospects and operations of Emclaire.

With Emclaire’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information, whether publicly available, supplied by or on behalf of Emclaire, or otherwise reviewed by or discussed with Raymond James, and Raymond James has undertaken no duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James has undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Emclaire or Farmers is a party or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Emclaire or Farmers is a party or may be subject. With Emclaire’s consent, the opinion makes no assumption concerning, and therefore does not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James has not made or obtained an independent appraisal of the assets or liabilities (contingent or otherwise) of Emclaire. With respect to the Projections and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Emclaire’s consent, assumed that the Projections and such other information and data have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of Emclaire, and Raymond James relied upon Emclaire to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Projections or the assumptions on which they were based. Raymond James assumed that the final form of the Merger Agreement was substantially similar to the draft reviewed by Raymond James, and that the Merger will be consummated in accordance with the terms of the Merger Agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to Raymond James’ analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct as of the date of the Merger Agreement and the closing of the Merger, and that each such party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement without being waived. Raymond James has relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and

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approvals necessary for the consummation of the Merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Merger or Emclaire that would be material to Raymond James’ analyses or its opinion.

Raymond James’ opinion is based upon market, economic, financial and other circumstances and conditions existing and disclosed to Raymond James as of March 22, 2022, and any material change in such circumstances and conditions would require a reevaluation of the opinion, which Raymond James is under no obligation to undertake. Raymond James has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Emclaire since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to Raymond James’ analyses or its opinion, and that there is no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

There is significant uncertainty as to the potential direct and indirect business, financial, legal, economic and social implications and consequences of the spread of the coronavirus and associated illnesses and the actions and measures that countries, governments, regulatory agencies, central banks, international financing and funding organizations, stock markets, businesses and individuals have taken and may take to address the spread of the coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and stock markets (collectively, the “Pandemic Effects”). Raymond James expresses no opinion or view as to the potential impact of the Pandemic Effects on Raymond James’ analysis, the opinion, the Merger, Farmers, Emclaire or the value of the Merger consideration after March 22, 2022. Also, the credit, financial and stock markets have been experiencing unusual volatility due in part to the military conflict between Russia and Ukraine and Raymond James expresses no opinion or view as to any potential effects of such volatility on the Merger, Emclaire or Farmers. Raymond James’ opinion does not purport to address potential developments in any such credit, financial and stock markets on the value of the Merger consideration after March 22, 2022.

Raymond James expressed no opinion as to the underlying business decision to effect the Merger, the structure or tax consequences of the Merger, or the availability or advisability of any alternatives to the Merger. Raymond James provided financial advice to Emclaire with respect to the Merger. Raymond James did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the Merger. Raymond James did not express any opinion as to the likely trading range of Farmers common shares following the Merger or the prices at which Farmers’ common shares may be sold at any time, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Farmers at that time. The Raymond James opinion is limited to the fairness, from a financial point of view, of the Merger consideration to be received by the holders of Emclaire common stock (other than excluded shares) as of the date of the opinion.

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may have supported the decision of the Emclaire board of directors to approve or consummate the Merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Raymond James relied, with the consent of the Emclaire board of directors, on the fact that Emclaire had been assisted by legal, accounting and tax advisors and Raymond James, with the consent of the Emclaire board, relied upon and assumed the accuracy and completeness of the assessments by Emclaire and its advisors as to all legal, accounting and tax matters with respect to Emclaire and the Merger, including, without limitation, that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

In formulating its opinion, Raymond James considered only what Raymond James understood to be the Merger consideration to be received by the holders of the Emclaire common stock and Raymond James did not

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consider nor express an opinion on the fairness of the amount or nature of any compensation to be paid or payable to any person or entity (including any of Emclaire’s officers, directors or employees), or class of such persons and/or entities, whether relative to the Merger consideration to be received by the holders of the Emclaire common stock or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the Merger to the holders of any class of securities, creditors or other constituencies of Emclaire, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the Merger to any one class or group of Emclaire’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Emclaire’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the Merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the Merger on the solvency or viability of Emclaire or Farmers, or the ability of Emclaire or Farmers to pay their respective obligations when they come due.

The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Raymond James believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create an incomplete or potentially misleading view of the process underlying its analyses and opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before March 22, 2022 and is not necessarily indicative of current market conditions.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the Emclaire board of directors at its meeting on March 23, 2022, which material was considered by Raymond James in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to Emclaire, Farmers or the contemplated Merger.

Selected Companies Analysis. Raymond James analyzed the relative valuation multiples of ten (10) exchange traded banks and thrifts headquartered in Pennsylvania, New York, Ohio and West Virginia with total assets between $700 million and $1.5 billion and a last-twelve-months (“LTM”) return on average assets of greater than 0.50%, excluding companies that were merger targets and mutual holding companies. Information for the comparable institutions was based on the most recently available balance sheet data and presented on a consolidated basis where available, otherwise on bank-level data. The selected companies that Raymond James deemed relevant included the following:

• CF Bankshares Inc.

• CB Financial Services, Inc.

• Middlefield Banc Corp.

• SB Financial Group, Inc.

• Pathfinder Bancorp, Inc.

• Ohio Valley Banc Corp.

• Northeast Community Bancorp, Inc.

• Esquire Financial Holdings, Inc.

• United Bancshares, Inc.

• United Bancorp, Inc.

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Raymond James calculated various financial multiples for each selected exchange and over-the-counter traded company, including: closing price per share on March 22, 2022 compared to (i) tangible book value (“TBV”) per share at December 31, 2021, (ii) LTM earnings per share (“EPS”) for the most recent LTM financial period reported and (iii) EPS for the most recent quarter (“MRQ”) reported. Raymond James reviewed the 75^th percentile, mean, median and 25^th percentile relative valuation multiples of the selected exchange and over-the-counter traded companies and compared them to corresponding valuation multiples for Emclaire implied by the Merger consideration. EPS are based on diluted shares outstanding. The results of the analyses of the selected exchange and over-the-counter traded companies are summarized below:

	SUMMARY PRICING MULTIPLES
	Price /
	TBV per Share			LTM EPS		MRQ EPS
75th Percentile		125	%		12.2x		11.0x
Median		116	%		10.3x		10.2x
Mean		122	%		10.8x		9.8x
25th Percentile		110	%		8.5x		8.0x
Implied Transaction Metric		144	%		10.5x		10.2x

Furthermore, Raymond James applied the 75^th percentile, mean, median, and 25^th percentile relative valuation multiples for each of the metrics to Emclaire’s actual financial results to drive an implied Merger consideration. Raymond James then compared those implied values to the Merger consideration of $38.23 per share. The results of this analysis are summarized below:

	IMPLIED COMMON SHARE TRANSACTION CONSIDERATION
	Price /
	TBV per Share		LTM EPS		MRQ EPS
75th Percentile	$	33.00	$	44.31	$	41.37
Median	$	30.60	$	37.35	$	38.37
Mean	$	32.28	$	39.31	$	36.72
25th Percentile	$	29.17	$	30.70	$	30.24

Selected Transaction Analysis. Raymond James also analyzed publicly available information relating to selected regional transactions announced since January 1, 2019 involving bank and thrift targets headquartered in Pennsylvania, New York, Ohio and West Virginia with total assets between $700 million and $1.5 billion and a LTM return on average assets of greater than 0.50% at the announcement date. Raymond James also analyzed publicly available information relating to selected national transactions announced since January 1, 2021 involving bank and thrift targets headquartered in the United States with total assets between $700 million and $1.5 billion and a LTM return on average assets of greater than 0.50% at the announcement date. In each group, transactions without publicly disclosed pricing, mergers of equals, transactions where the target company was an S-Corporation and transactions involving credit union buyers were excluded. Transaction information was based on financial data available at the time of the announcement of the transaction and presented on a consolidated basis where available, otherwise on bank-level data.

Regional:

• Acquisition of Prudential Bancorp, Inc. by Fulton Financial Corporation (3/2/2022)

• Acquisition of Riverview Financial Corporation by Mid Penn Bancorp, Inc. (6/30/2021)

• Acquisition of Cortland Bancorp by Farmers National Banc Corp. (6/23/2021)

• Acquisition of Standard AVB Financial Corp. by Dollar Mutual Bancorp (9/25/2020)

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• Acquisition of Country Bank Holding Company, Inc. by OceanFirst Financial Corp. (8/9/2019)

• Acquisition of DNB Financial Corporation by S&T Bancorp, Inc. (6/5/2019)

National:

• Acquisition of Prudential Bancorp, Inc. by Fulton Financial Corporation (3/2/2022)

• Acquisition of Guaranty Federal Bancshares, Inc. by QCR Holdings, Inc. (11/9/2021)

• Acquisition of Citizens Union Bancorp of Shelbyville, Inc. by German American Bancorp, Inc. (9/20/2021)

• Acquisition of Valley Republic Bancorp by TriCo Bancshares (7/27/2021)

• Acquisition of Suncrest Bank by CVB Financial Corp. (7/27/2021)

• Acquisition of Riverview Financial Corporation by Mid Penn Bancorp, Inc. (6/30/2021)

• Acquisition of Cortland Bancorp by Farmers National Banc Corp. (6/23/2021)

• Acquisition of Landmark Community Bank by Simmons First National Corporation (6/7/2021)

• Acquisition of Triumph Bancshares, Inc. by Simmons First National Corporation (6/7/2021)

• Acquisition of Aquesta Financial Holdings, Inc. by United Community Banks, Inc. (5/27/2021)

• Acquisition of American State Bancshares, Inc. by Equity Bancshares, Inc. (5/17/2021)

• Acquisition of SouthCrest Financial Group, Inc. by Colony Bankcorp, Inc. (4/22/2021)

• Acquisition of American River Bankshares by Bank of Marin Bancorp (4/19/2021)

• Acquisition of Severn Bancorp, Inc. by Shore Bancshares, Inc. (3/3/2021)

• Acquisition of Kentucky Bancshares, Inc. by Stock Yards Bancorp, Inc. (1/27/2021)

• Acquisition of FNS Bancshares, Inc. by BancorpSouth Bank (1/13/2021)

Raymond James examined values for the selected transactions compared to the target companies’ (i) MRQ TBV at announcement; (ii) LTM Net Income at the time of announcement; and (iii) core deposits (total deposits less time deposits greater than $100,000 and brokered deposits). Raymond James reviewed the 75^th percentile, mean, median and 25^th percentile relative valuation multiples of the selected transactions.

Regional Transactions:

	SUMMARY TRANSACTION MULTIPLES
	Deal Value / TBV			Deal Value / LTM Earnings		Premium / Core Deposits
75th Percentile		152	%		18.9x		7.3	%
Median		145	%		15.3x		6.8	%
Mean		147	%		16.0x		6.3	%
25th Percentile		126	%		12.5x		3.4	%
Implied Transaction Metric		147	%		10.7x		4.1	%

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National Transactions:

	SUMMARY TRANSACTION MULTIPLES
	Deal Value / TBV			Deal Value / LTM Earnings		Premium / Core Deposits
75th Percentile		161	%		19.0x		8.1	%
Median		154	%		16.3x		6.4	%
Mean		151	%		16.1x		6.2	%
25th Percentile		141	%		12.8x		4.7	%
Implied Transaction Metric		147	%		10.7x		4.1	%

Furthermore, Raymond James applied the 75^th percentile, mean, median and 25^th percentile relative valuation multiples to Emclaire’s TBV, LTM Earnings and core deposits. Raymond James then compared those implied values to the Merger consideration of $38.23 per share. The results of the selected transactions analysis are summarized below:

Regional Transactions:

	IMPLIED COMMON SHARE TRANSACTION CONSIDERATION
	Deal Value / TBV		Deal Value / LTM Earnings		Premium / Core Deposits
75th Percentile	$	39.60	$	67.77	$	47.85
Median	$	37.78	$	54.75	$	46.17
Mean	$	38.17	$	57.16	$	44.92
25th Percentile	$	32.75	$	44.58	$	36.14

National Transactions:

	IMPLIED COMMON SHARE TRANSACTION CONSIDERATION
	Deal Value / TBV		Deal Value / LTM Earnings		Premium / Core Deposits
75th Percentile	$	41.75	$	67.87	$	50.18
Median	$	39.87	$	58.42	$	45.18
Mean	$	39.28	$	57.61	$	44.38
25th Percentile	$	36.68	$	45.86	$	40.17

Discounted Cash Flow Analysis. Raymond James analyzed the discounted present value of Emclaire’s projected free cash flows for the years ending December 31, 2022 through 2026 on a stand-alone basis, as provided by Emclaire’s management. Raymond James used tangible common equity in excess of a target ratio of 8.0% of tangible assets at the end of each projection period for free cash flow. The analysis excluded any fair market value adjustment incurred or cost savings projected to be realized in the Merger.

The discounted cash flow analysis was based on the Projections. Consistent with the periods included in the Projections, Raymond James used calendar year 2026 as the final year for the analysis and applied multiples, ranging from 9.0x to 13.0x to calendar year 2026 projected net income in order to derive a range of terminal values for Emclaire in 2026. The projected free cash flows and terminal values were discounted to present value using rates ranging from 13.0% to 17.0%.

The resulting range of present equity values was divided by the number of average diluted shares outstanding. Raymond James reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to the price per share for Emclaire implied by the Merger consideration of $38.23 per share. The results of the discounted cash flow analysis indicated implied values ranging from $19.98 per share to $31.86 per share.

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In connection with its analysis, Raymond James considered and discussed with Emclaire’s management how the discounted cash flow analysis would be affected by changes in the underlying assumptions. Raymond James noted that discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results are not necessarily indicative of actual values or future results.

Additional Considerations. The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of Emclaire.

In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Emclaire. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses.

Such analyses were provided to the Emclaire board of directors (solely in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness, from a financial point of view, to the holders of Emclaire common stock of the Merger consideration to be received by such holders pursuant to the Merger Agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the Emclaire board of directors in making its determination to approve the Merger. Neither Raymond James’ opinion nor the analyses described above should be viewed as determinative of the Emclaire board’s or Emclaire’s management’s views with respect to Emclaire, Farmers or the Merger.

During the two years preceding the date of its opinion letter, Raymond James has (i) provided investment banking advisory services to Emclaire that were unrelated to the Merger, for which Raymond James received a retainer fee, (ii) engaged in certain fixed income trading activity with Emlenton Bank, which is a subsidiary of Emclaire, for which Raymond James earned income, (iii) provided investment banking advisory services to Farmers in connection with the acquisition of Cortland Bancorp for which Raymond James received fees, (iv) provided investment banking services to Farmers in connection with a private debt offering for which Raymond James received fees and (v) engaged in certain trading activity with Farmers Bank and Farmers Trust Company, each a subsidiary of Farmers, for which Raymond James earned income.

Emclaire has agreed to pay Raymond James a fee of approximately $1.6 million for advisory services in connection with the Merger, $25,000 of which was paid in connection with its engagement as Emclaire’s financial advisor and $250,000 of which was paid in connection with the delivery of its opinion. The remaining portion of the fee is contingent on the closing of the Merger. Emclaire also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of Emclaire and Farmers for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Raymond James may provide investment banking, financial advisory and other financial services to Emclaire and/or Farmers or other participants in the Merger in the future, for which Raymond James may receive compensation.

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Farmers’ Reasons for the Merger

The Farmers board of directors has concluded that the Merger is in the best interests of Farmers and its shareholders. In reaching this determination, the Farmers board of directors consulted with management, as well as its financial and legal advisors, and considered a number of factors, including, without limitation, the following:

• The Merger will provide the opportunity to acquire scale in the western Pennsylvania markets including the Pittsburgh MSA, enhanced profitability and growth potential – the Merger will result in a bank holding company with approximately $5.2 billion in assets that will not only enable more profitable competition in a competitive banking environment, but also improve its visibility in the investment community.

• The Merger has attractive pro forma financial elements including accretion to Farmers’ earnings per share and a tangible book value earn-back.

• The resulting Merger will offer a strong community bank alternative to these markets.

• The Merger partners have similar views on strategic community banking issues and how to deliver banking products and services.

• The Merger will allow Farmers to provide its broad and sophisticated product set to these markets and expand Farmers’ wealth management client base.

• The addition of William C. Marsh to Farmers’ executive team and one director from Emclaire’s board of directors, following the effective time of the Merger, will add depth of leadership to the pro forma company and continuity with Emclaire’s customers and employees.

The Farmers board of directors considered many different factors in its evaluation and did not believe it was practical to, and did not, quantify or otherwise assign relative weights to, the individual factors considered in reaching its determination. In view of all the considerations described above, the Farmers board of directors unanimously concluded that the Merger is in the best interests of Farmers and its shareholders.

Regulatory Approvals Required

The Merger must receive approval or waivers of application from the OCC, the Federal Reserve and the Pennsylvania Department before the Merger may be consummated. Farmers has [received/applied for] such approval to consummate the Merger.

The approval of any regulatory applications merely implies the satisfaction of regulatory criteria for approval, which does not include review of the adequacy or fairness of the Merger consideration to Emclaire shareholders. Furthermore, regulatory approvals do not constitute or imply any endorsement or recommendation of the Merger or the terms of the Merger Agreement.

Interests of Emclaire’s Directors and Executive Officers in the Merger

In considering the recommendation of Emclaire’s board of directors to vote “FOR” the proposal to approve the Merger Agreement and “FOR” the Emclaire compensation proposal, Emclaire shareholders should be aware that directors and officers of Emclaire have interests in the Merger that are in addition to, or different from, their interests as shareholders of Emclaire. The Emclaire board of directors was aware of these interests and considered them in approving the Merger Agreement and the transactions contemplated by the Merger Agreement, and in deciding to recommend that the Emclaire shareholders vote “FOR” the proposal to approve the Merger Agreement. These interests are described below.

Emclaire Restricted Shares

Under the terms of Emclaire’s equity compensation plans, outstanding equity awards held by Emclaire’s employees (including executive officers) and directors generally vest in full upon consummation of a change in

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control transaction. The Merger will constitute a change in control for purposes of the plans. Upon the completion of the Merger, each outstanding Emclaire restricted share award will become fully vested and will be converted into the right to receive the Merger consideration.

The following table sets forth, for each of Emclaire’s executive officers and non-employee directors, the number of all outstanding unvested restricted shares held by each such person as of [●], 2022, and the estimated consideration that each will receive at or after the effective time of the Merger in connection with such awards:

Name	Number of Restricted Shares (#)		Resulting Restricted Share Consideration ($)(1)
Executive Officers:
William C. Marsh		14,100	$	535,518
Jennifer A. Poulsen		3,000		113,940
Amanda L. Engles		3,250		123,435
Robert A. Vernick		3,000		113,940
Eric J. Gantz		2,750		104,445
Non-Employee Directors:
Milissa S. Bauer		2,100		79,758
David L. Cox		2,100		79,758
James M. Crooks		2,100		79,758
Henry H. Deible		2,100		79,758
Henry H. Deible II		2,100		79,758
Robert W. Freeman		2,100		79,758
Mark A. Freemer		2,100		79,758
Steven J. Hunter		750		28,485
John B. Mason		2,100		79,758
Deanna K. McCarrier		2,100		79,758
Nicholas D. Varischetti		2,100		79,758

(1) In accordance with regulations of the SEC, based on the average per share closing price of the Emclaire common stock for the first five trading days following the first public announcement of the Merger, which average price was $37.98 per share. A holder of restricted shares will be able to elect either the stock Merger consideration or the $40.00 per share cash Merger consideration, subject to the proration and allocation procedures in the Merger Agreement. The value of the stock Merger consideration may be higher or lower than the cash Merger consideration at the time of closing, and the value of the Merger consideration received by the holders of the outstanding restricted stock awards may be higher or lower than the above average price.

For further information regarding the beneficial ownership of Emclaire common stock by the directors and executive officers of Emclaire, see “INFORMATION ABOUT EMCLAIRE – Share Ownership of Certain Emclaire Beneficial Owners and Management” beginning on page [●].

Existing Employment and Change in Control Agreements with Emclaire and Emlenton Bank

Emclaire and Emlenton Bank maintain an employment agreement with William C. Marsh to serve as Chairman, President and Chief Executive Officer. The current term of the agreement expires on December 31, 2024. The agreement provides that if Mr. Marsh is terminated by Emclaire or Emlenton Bank for other than cause, disability, retirement or the executive’s death or the executive terminates employment for good reason (as defined in the agreement) after a change in control of Emclaire or Emlenton Bank, then Mr. Marsh will be

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entitled to the payment of a lump sum cash severance amount equal to three times his average annual compensation (as defined in the agreement) during the five calendar years preceding the year of termination, the continuation of his insurance benefits for up to 36 months and a lump sum cash payment equal to the projected cost of providing certain other benefits for 36 months, provided that such payments will be limited if they (alone or together with other payments and benefits) are deemed “parachute payments” under Section 280G of the Internal Revenue Code. The employment agreement imposes non-compete and non-solicitation provisions on Mr. Marsh for a period of 18 months if his employment is terminated prior to a change in control and for a period of 12 months if his employment is terminated concurrently with or following a change in control.

Emclaire and Emlenton Bank maintain change in control agreements with Jennifer A. Poulsen, Amanda L. Engles, Robert A. Vernick and Eric J. Gantz. The change in control agreements currently expire on December 31, 2023. If a change in control occurs during the term of the agreements at a time when there is less than one year remaining in the term, then the remaining term of the agreements will be automatically extended until the one-year anniversary of the completion of the change in control.

The change in control agreements provide that if, within 24 months subsequent to a change in control of Emclaire or Emlenton Bank, the executive is terminated by Emclaire or Emlenton Bank (or any successor) for other than cause, disability, retirement or the executive’s death or the executive terminates employment for good reason (as defined in the agreement), then the executive will be entitled to the payment of a lump sum cash severance amount equal to two times (one times for Mr. Gantz) the executive’s highest annual compensation (as defined in the agreement) during the year of termination (determined on an annual basis) or either of the two preceding calendar years, the continuation of the executive’s insurance benefits for up to 24 months (12 months for Mr. Gantz) and a lump sum cash payment equal to the projected cost of providing certain other benefits for 24 months (12 months for Mr. Gantz), provided that such payments will be limited if they (alone or together with other payments and benefits) are deemed “parachute payments” under Section 280G of the Internal Revenue Code.

The employment and change in control agreements provide that if the executive’s continued participation in any group insurance plan is barred or would trigger the payment of an excise tax under Section 4980D of the Internal Revenue Code, or if any such group insurance plan is discontinued or the benefits thereunder are materially reduced, then Emclaire or Emlenton Bank shall either (1) provide substantially similar benefits under an alternative plan or (2) pay a lump sum cash amount to the executive equal to the projected cost of providing continued coverage to the executive for the periods specified above (36 months for Mr. Marsh, 24 months for Ms. Poulsen, Ms. Engles and Mr. Vernick, and 12 months for Mr. Gantz).

The change in control agreement for Ms. Engles imposes non-compete and non-solicitation provisions on her during her term of employment and for a period of three years if her employment is terminated prior to a change in control and for a period of six months if her employment is terminated concurrently with or following a change in control.

For quantification of the amounts that would be payable to each of Mr. Marsh, Ms. Poulsen and Ms. Engles under their respective employment or change in control agreements, see the section entitled “–Golden Parachute Compensation” below. The severance benefits that would be payable to Messrs. Vernick and Gantz are $455,020, and $166,988, respectively.

Settlement Agreements with Emclaire and Emlenton Bank

In connection with the execution of the Merger Agreement, Emclaire and Emlenton Bank entered into settlement agreements with each of Messrs. Marsh, Vernick and Gantz. The settlement agreements provide that the existing employment or change in control agreements with Messrs. Marsh, Vernick and Gantz will be cancelled effective as of the business day immediately preceding the closing date of the Merger in exchange for a lump sum cash payment, with the cash payments conditioned upon the execution of a general release of claims.

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The settlement agreements provide for lump sum cash payments of $1,844,122 for Mr. Marsh, $455,020 for Mr. Vernick and $166,988 for Mr. Gantz. In addition, Mr. Marsh will continue to be subject to the non-competition and non-solicitation provisions in his current employment agreement and Messrs. Vernick and Gantz will continue to be subject to the non-competition and non-solicitation provisions in their supplemental executive retirement plan agreements (as described below). Because each of these three executives are expected to be retained by Farmers following completion of the Merger, the settlement agreements do not include the continuation of insurance benefits or club dues, as these benefits will be provided as applicable in connection with the post-closing employment of these three executives.

Supplemental Retirement Benefits

Emlenton Bank has entered into supplemental executive retirement plan agreements (“SERPs”) with Mr. Marsh, Ms. Poulsen, Ms. Engles, Mr. Vernick and Mr. Gantz, as well as with certain other officers. Each SERP provides for a normal retirement benefit payable monthly for 20 years, an early termination benefit payable monthly for five years if the executive has a separation from service prior to his or her normal retirement age, and a lump sum change in control benefit generally payable on or within 90 days after a change in control, except that the SERP benefits may be delayed in whole or in part to ensure that they are deductible under Section 162(m) of the Internal Revenue Code. Completion of the Merger will constitute a change in control under the SERPs, and the executives will receive the following lump sum change in control SERP payments if the Merger is completed on or before September 30, 2022: Mr. Marsh, $988,098; Ms. Poulsen, $431,558; Ms. Engles, $58,404; Mr. Vernick, $292,417; and Mr. Gantz, $8,823. If the Merger is completed on or after October 1, 2022, the lump sum payments will increase to the following amounts: Mr. Marsh, $1,036,120; Ms. Poulsen, $452,531; Ms. Engles, $76,075; Mr. Vernick, $306,613; and Mr. Gantz, $17,938 (Mr. Gantz’ payment will only increase if the Merger is completed on or after January 1, 2023). The change in control SERP payment to Mr. Marsh is expected to be partially paid in each of 2023 and 2024 so that it is deductible under Section 162(m) of the Internal Revenue Code.

The SERPs impose non-compete and non-solicitation provisions on each executive (other than Mr. Marsh and Ms. Engles, as their restrictive covenants are contained in their employment or change in control agreement) during their respective terms of employment and for a period of three years if the executive’s employment is terminated prior to a change in control and for a period of six months if the executive’s employment is terminated concurrently with or following a change in control.

Post-Closing Employment

In connection with the execution of the Merger Agreement, Farmers entered into a term sheet with Mr. Marsh with respect to his post-closing employment with Farmers. Following completion of the Merger, Mr. Marsh will serve as the Senior Vice President - Pennsylvania Market President of Farmers, with an annual base salary of $275,000. In addition, Mr. Marsh will participate in Farmers’ short-term and long-term incentive plans. The target benefit for Mr. Marsh’s short-term incentive benefit is 25% of base salary, with a maximum benefit of 37.5% of base salary depending upon achievement of performance goals, and his long-term incentive benefit is 20% of base salary, with a one-year cliff vesting schedule. Mr. Marsh will also be entitled to participate in other plans and benefits available to other officers of Farmers.

Messrs. Vernick and Gantz are also expected to be employed by Farmers following completion of the Merger. Farmers Bank has agreed to employ Mr. Vernick as a senior vice president, commercial banking team leader-Pittsburgh, with an annual salary of $182,000 and Mr. Gantz as a vice president, regional credit officer-Pittsburgh, with an annual salary of $145,500. Messrs. Vernick and Gantz will be eligible to participate in Farmers Bank’s annual cash incentive plan with a target payout of 25% of their respective base salary, with a potential to be 37.5% of their base salary, based on actual performance, and they will also be eligible to participate in other plans and benefits offered to all other officers at Farmers Bank.

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Retention Bonuses

Emclaire and Emlenton Bank will pay retention bonuses to employees to continue employment through the closing date of the Merger, or through a later date, in an aggregate amount of up to $150,000. The recipient and amount of each retention bonus will be determined by the President of Emclaire in consultation with the President of Farmers.

Board Seat

Effective immediately following the effective time of the Merger, Farmers will increase by one the number of directors on its board of directors and will appoint one person who serves as a non-employee director of Emclaire immediately prior to the effective time of the Merger, with such person to serve as a director of Farmers for a term expiring at Farmers’ 2024 annual meeting of shareholders.

Advisory Board

Promptly following the effective time of the Merger, Farmers will establish the Farmers-Emlenton Advisory Board and offer membership thereon to all non-employee directors serving on the board of directors of Emclaire immediately prior to the effective time of the Merger, other than the director appointed to Farmers’ board of directors. Members of the Farmers-Emlenton Advisory Board shall serve for an initial term of one year from the completion of the Merger, will meet no less frequently than three times and will be paid compensation of $1,500 for each meeting attended.

Indemnification of Directors and Officers

Farmers has agreed to indemnify the directors, officers and employees of Emclaire and Emlenton Bank after the effective time of the Merger to the fullest extent permitted by applicable laws and under the articles of incorporation or bylaws of Emclaire. Farmers has also agreed to maintain in effect a directors’ and officers’ liability insurance policy for a period of six years after the effective time of the Merger with respect to claims arising from facts or events occurring at or before the effective time of the Merger and covering persons who are present or former directors or officers of Emclaire or Emlenton Bank. The insurance policy must contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the directors and officers as currently provided by Emclaire, subject to a cap on the cost of such policy equal to 175% of the last annual premium paid by Emclaire.

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K promulgated by the SEC regarding certain compensation which Emclaire’s named executive officers may receive that is based on or that otherwise relates to the Merger. The amounts are calculated assuming that the effective date of the Merger and a qualifying termination of employment occurred on [●], 2022, and that all required conditions to the payment of these amounts have been satisfied. None of the named executive officers in the table will receive any tax reimbursements.

Name	Cash ($)(1)		Equity ($)(2)		Pension/ NQDC ($)(3)		Perquisites/ benefits ($)(4)		Total ($)(5)
William C. Marsh	$	1,844,122	$	535,518	$	436,130	$	—	$	2,815,770
Jennifer A. Poulsen		537,454		113,940		221,161		5,234		877,789
Amanda L. Engles		489,312		123,435		—		3,376		616,123

(1) Reflects the lump sum cash severance payable to each of the executives shown in the event the executive’s employment is involuntarily terminated for any reason other than cause, death or disability, or if the

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executive terminates his or her employment for good reason (i.e., a “double-trigger” payment). Because Mr. Marsh will receive his lump sum payment upon completion of the Merger even though he will be retained by Farmers following the Merger, his payment may be deemed to be a “single-trigger” payment (i.e., a payment made in connection with the Merger that is not conditioned upon a termination of employment).

(2) Reflects the value of single-trigger accelerated vesting of restricted stock awards that will become fully vested on the closing date of the Merger, assuming the value at the time of closing is equal to the $37.98 average per share closing price of the Emclaire common stock for the first five trading days following the first public announcement of the Merger. A holder of restricted shares will be able to elect either the stock Merger consideration or the $40.00 per share cash Merger consideration, subject to the proration and allocation procedures in the Merger Agreement. The value of the stock Merger consideration may be higher or lower than the cash Merger consideration at the time of closing, and the value of the Merger consideration received by the holders of the outstanding restricted stock awards may be higher or lower than the above average price.

(3) Reflects the amount by which the present value of the executive’s lump sum change in control SERP benefit exceeds the present value of the executive’s vested early termination benefit. The lump sum change in control SERP benefit for Ms. Engles does not exceed her vested early termination benefit. The SERP benefits were discounted to present value using 120% of the most recent applicable federal rates published by the Internal Revenue Service, which rates change monthly. For the amount of the lump sum change in control SERP benefits to be paid, see “ — Interests of Emclaire’s Directors and Executive Officers in the Merger” – Supplemental Retirement Benefits.”

(4) Represents the estimated value of the continued coverage for life and disability insurance premiums for two years for each of Ms. Poulsen ($1,404) and Ms. Engles (also includes dental and vision premiums for Ms. Engles) under their respective change in control agreements. In addition, Ms. Poulsen will receive a lump sum cash payment of $3,830 for her club dues for two years. These double-trigger (as explained below) insurance benefits will be provided in-kind over the applicable coverage period for the executive, except that a lump sum cash payment will be made if the insurance benefits cannot be provided by Farmers. The estimated costs of the insurance premiums to be provided during the respective coverage periods for each executive have been discounted to present value using 120% of the most recent applicable federal rates published by the Internal Revenue Service, which rates change monthly.

(5) The following table quantifies, for each named executive officer, the portion of the total estimated amount of golden parachute compensation that is payable in connection with the Merger and not conditioned on a termination of employment, referred to as “single-trigger,” and the portion of the total amount of golden parachute compensation that is payable only after both consummation of the Merger and a termination of employment, referred to as “double-trigger”:

Name	Single-Trigger ($)		Double-Trigger ($)
William C. Marsh	$	2,815,770	$	—
Jennifer A. Poulsen		335,101		542,688
Amanda L. Engles		123,435		492,688

Absence of Appraisal or Dissenters’ Rights

Under Section 1571(b) of the PAETL, the holders of a corporation’s shares of any class do not have the right to dissent and obtain payment of the fair value of the shares if, on the record date fixed to determine the shareholders entitled to notice of and to vote at the special meeting, the shares are listed on a national securities exchange. Accordingly, because Emclaire is listed on NASDAQ, the holders of Emclaire common shares and preferred shares (all of which will be redeemed by Emclaire immediately prior to the effective time of the Merger and no Merger consideration and/or cash in lieu of fractional shares will be delivered in exchange for such shares) are not entitled to dissenters’ rights in connection with the Merger.

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If the Merger proposal is approved and the Merger is completed, holders of Emclaire common stock who voted against the approval and adoption of the Merger Agreement will be treated the same as holders who voted for the Merger proposal and their shares of Emclaire common stock will automatically be converted into the right to receive the merger consideration.

Material U.S. Federal Income Tax Consequences of the Merger

This section describes the material U.S. federal income tax consequences of the Merger to U.S. holders of shares of Emclaire common stock who exchange their shares for Farmers common shares, cash or a combination of Farmers common shares and cash pursuant to the Merger. For purposes of this discussion, the term “U.S. holder” is a beneficial owner of shares of Emclaire common stock who, for U.S. federal income tax purposes, is:

• a citizen or individual resident of the United States;

• a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state or political subdivision thereof;

• a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) such trust has a valid election in effect under applicable Treasury Department regulations to be treated as a U.S. person for U.S. federal income tax purposes; or

• an estate that is subject to U.S. federal income tax on its income regardless of its source.

The following discussion is based on the Internal Revenue Code, its legislative history, existing, final, temporary and proposed Treasury Department regulations promulgated thereunder, published Internal Revenue Service rulings, and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

This discussion is addressed only to those U.S. holders of Emclaire common stock that hold their shares of Emclaire common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment), and does not address all of the U.S. federal income tax consequences that may be relevant to particular holder of Emclaire common stock in light of their individual circumstances or to holders of Emclaire common stock that are subject to special rules, such as:

• mutual funds, banks, thrifts or other financial institutions;

• S corporations, partnerships or other pass-through entities and investors in those pass-through entities;

• retirement plans, pension funds, individual retirement accounts or other tax-deferred accounts;

• insurance companies;

• tax-exempt organizations;

• dealers or brokers in securities or currencies;

• traders in securities that elect to use the mark-to-market method of accounting;

• regulated investment companies;

• real estate investment trusts;

• persons who hold shares of Emclaire common stock as part of a straddle, hedge, constructive sale, conversion transaction or other risk management transaction;

• persons who purchase or sell their shares of Emclaire common stock as part of a wash sale;

• expatriates or persons that have a functional currency other than the U.S. dollar;

• persons who are not U.S. holders; and

• persons who acquired their shares of Emclaire common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan.

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If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Emclaire common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partnership, or a partner in such partnership, holding shares of Emclaire common stock, you should consult your tax advisor.

In addition, the discussion does not address any alternative minimum tax, net investment income tax, state, local or non-U.S. tax laws or the application of any U.S. federal taxes other than U.S. federal income taxes (such as U.S. federal estate or gift taxes). All holders of shares of Emclaire common stock should consult their tax advisors as to the specific tax consequences of the Merger to them. In addition, because a holder of shares of Emclaire common stock may receive a mix of cash and stock despite having made a cash election or share election, it will not be possible for holders of shares of Emclaire common stock to determine the specific tax consequences of the Merger to them at the time of making the election.

ALL HOLDERS OF EMCLAIRE COMMON STOCK ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

Reorganization Treatment

The Merger is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and Farmers and Emclaire each is intended to be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. The closing of the Merger is conditioned upon the receipt by Emclaire of an opinion of Silver Freedman, tax counsel to Emclaire, and the receipt by Farmers of an opinion of Vorys, tax counsel to Farmers, each dated as of the closing date of the Merger, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinions (including factual representations contained in certificates of officers of Farmers and Emclaire) which are consistent with the state of facts existing as of the closing date of the Merger, the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. This section summarizes the matters addressed in the tax opinions of Silver Freedman and Vorys, filed as exhibits to the registration statement of which this proxy statement/prospectus is a part.

The tax opinions are not binding on the Internal Revenue Service, and neither Farmers nor Emclaire has requested or intends to request a ruling from the Internal Revenue Service with respect to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the facts, representations or assumptions upon which such opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the Merger could differ materially from those described below.

The following describes the material U.S. federal income tax consequences resulting from the Merger being characterized as a reorganization.

U.S. Federal Income Tax Consequences to Farmers and Emclaire

No Gain or Loss. No gain or loss will be recognized by Farmers or Emclaire as a result of the Merger.

Tax Basis. The tax basis of the assets of Emclaire in the hands of Farmers will be the same as the tax basis of such assets in the hands of Emclaire immediately prior to the Merger.

Holding Period. The holding period of the assets of Emclaire to be received by Farmers will include the period during which such assets were held by Emclaire.

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U.S. Federal Income Tax Consequences to U.S. Holders of Shares of Emclaire Common Stock Who Receive Solely Farmers Common Shares

A U.S. holder of shares of Emclaire common stock who receives solely Farmers common shares in exchange for all of its shares of Emclaire common stock will recognize no gain or loss with respect to the Farmers common shares such U.S. holder receives pursuant to the Merger (with respect to cash received in lieu of a fractional Farmers common share, see below under “– Cash In Lieu of Fractional Shares”).

U.S. Federal Income Tax Consequences to U.S. Holders of Shares of Emclaire Common Stock Who Receive Solely Cash

A U.S. holder of shares of Emclaire common stock who receives solely cash in exchange for all of its shares of Emclaire common stock and does not constructively own Farmers common shares after the Merger (see “– Possible Dividend Treatment,” below), will recognize a gain or loss for federal income tax purposes equal to the difference between the cash received and such U.S. holder’s tax basis in the shares of Emclaire’s common stock surrendered in exchange for the cash. Subject to possible dividend treatment (as discussed below under “– Possible Dividend Treatment”), such gain or loss will be a capital gain or loss, provided that such shares were held as capital assets of the U.S. holder at the effective date of the Merger. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period is more than one year as of the effective date of the Merger. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income. Long-term capital gain of certain non-corporate holders of shares of Emclaire common stock, including individuals, generally is taxed at preferential rates.

U.S. Federal Income Tax Consequences to U.S. Holders of Shares of Emclaire Common Stock Who Receive a Combination of Cash and Farmers Common Shares

A U.S. holder of shares of Emclaire common stock will recognize gain (but not loss) with respect to the Farmers common shares and cash such U.S. holder receives pursuant to the Merger, in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the Farmers common shares as of the effective date of the Merger and the amount of cash received by such U.S. holder (other than any cash received in lieu of a fractional Farmers common share), exceeds such U.S. holder’s basis in its shares of Emclaire common stock, and (ii) the amount of cash received by such U.S. holder (other than any cash received in lieu of a fractional Farmers common share, as discussed below under “– Cash In Lieu of Fractional Shares”). Subject to possible dividend treatment (as discussed below under “– Possible Dividend Treatment”), gain that a U.S. holder of shares of Emclaire common stock recognizes in connection with the Merger generally will constitute capital gain and will constitute long-term capital gain if such U.S. holder has held its shares of Emclaire common stock for more than one year as of the effective date of the Merger. Long-term capital gain of certain non-corporate holders of shares of Emclaire common stock, including individuals, generally is taxed at preferential rates.

Tax Basis and Holding Period of Farmers Common Shares Received Pursuant to the Merger

The tax basis of the Farmers common shares received by a U.S. holder of shares of Emclaire common stock in the Merger (including a fractional Farmers common share, if any, deemed issued and redeemed by Farmers) will be the same as the basis of the shares of Emclaire common stock surrendered in exchange for the Farmers common shares and cash, reduced by the amount of cash received by such U.S. holder in the Merger (other than any cash received in lieu of a fractional Farmers common share), and increased by any gain recognized by such U.S. holder in the Merger (including any portion of the gain that is treated as a dividend (as described below), but excluding any gain or loss resulting from the deemed issuance and redemption of a fractional Farmers common share). The holding period for Farmers common shares received by such U.S. holder will include such U.S. holder’s holding period for shares of Emclaire common stock surrendered in exchange for the Farmers common shares (including a fractional Farmers common share, if any, deemed to be issued and redeemed by Farmers).

If a U.S. holder of shares of Emclaire common stock acquired different blocks of Emclaire common stock at different times or at different prices, any gain or loss will be determined separately with respect to each block of

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Emclaire common stock, and such U.S. holder’s tax basis and holding period in any Farmers common shares received in the Merger will be determined with reference to each block of Emclaire common stock. If a U.S. holder receives a combination of Farmers common shares and cash (other than cash received in lieu of a fractional Farmers common share) in exchange for shares of Emclaire common stock in the Merger and determines that it has a loss with respect to any block of shares of Emclaire common stock, such loss cannot be recognized as part of the Merger and cannot be used to offset any gain realized on another block of shares of Emclaire common stock. U.S. holders of shares of Emclaire common stock should consult their tax advisors regarding the manner in which Farmers common shares and cash received in the Merger should be allocated among different blocks of Emclaire common stock and regarding their bases and holding periods in the particular shares of Farmers common stock received in the Merger.

Cash in Lieu of Fractional Shares

A U.S. holder of shares of Emclaire common stock that receives cash in lieu of a fractional Farmers common share generally will be treated as having received such fractional share and then having received such cash in redemption of such fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s aggregate adjusted basis in the shares of Emclaire common stock surrendered which is allocable to the fractional share. Subject to possible dividend treatment (as discussed below under “– Possible Dividend Treatment”), such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for its Emclaire common stock exceeds one year as of the effective date of the Merger. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income. Long-term capital gain of certain non-corporate holders of shares of Emclaire common stock, including individuals, generally is taxed at preferential rates.

Possible Dividend Treatment

In some cases described above, the gain recognized by a U.S. holder could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Internal Revenue Code, in which case such gain would be treated as dividend income to the extent of such U.S. holder’s ratable share of Emclaire’s accumulated earnings and profits, as calculated for U.S. federal income tax purposes. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, U.S. holders of shares of Emclaire common stock should consult with their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Backup Withholding and Reporting Requirements

Under certain circumstances, cash payments made to a U.S. holder of shares of Emclaire common stock pursuant to the Merger may be subject to backup withholding at a rate of 24% of the cash payable to the U.S. holder (including any cash received in lieu of a fractional Farmers common share), unless the U.S. holder furnishes its taxpayer identification number in the manner prescribed in applicable Treasury Department regulations, and such U.S. holder otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability.

A U.S. holder of Emclaire common stock who receives Farmers common shares as a result of the Merger will be required to retain records pertaining to the Merger, including records relating to the number of shares and the tax basis of such U.S. holder’s Emclaire common stock under Treasury Department regulations Section 1.368-3. A U.S. holder of shares of Emclaire common stock who is required to file a U.S. federal income tax return and who is a “significant holder” that receives Farmers common shares in the Merger will be required to file a statement with such U.S. holder’s U.S. federal income tax return in accordance with Treasury Department regulations Section 1.368-3 setting forth such U.S. holder’s tax basis in, and the fair market value of,

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the shares of Emclaire common stock exchanged by such U.S. holder pursuant to the Merger and certain other information. A U.S. holder of Emclaire common stock who receives Farmers common shares as a result of the Merger should consult with such holder’s tax advisor if, immediately before the Merger, such holder owned (i) at least 5% (by vote or value) of the outstanding stock of Emclaire (either including or excluding any shares of preferred stock owned by such holder that were redeemed before the Merger pursuant to the Merger Agreement) or (ii) securities of Emclaire with a basis for federal income tax purposes of at least $1.0 million.

The preceding opinions regarding the material U.S. federal income tax consequences of the Merger are not a complete analysis or discussion of all potential tax effects that may be important to you.

Each holder of Emclaire common stock should consult with such holder’s own tax advisor regarding the specific tax consequences to the shareholder of the Merger, including the application and effect of federal, state, local and non-U.S. income and other tax laws.

Accounting Treatment

The Merger will be accounted for under the acquisition method of accounting in accordance with generally accepted accounting principles in the United States. Under the acquisition method of accounting, the assets and liabilities of Emclaire will be recorded at estimated fair values at the time the Merger is consummated. The excess of the estimated fair value of Farmers common shares issued and the cash proceeds paid over the net fair values of the assets acquired, including identifiable intangible assets, and liabilities assumed will be recorded as goodwill and will not be deductible for income tax purposes. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged as an expense at the time of impairment.

Stock Exchange Listings

Farmers’ common stock is listed on NASDAQ under the symbol “FMNB.” Emclaire common stock is listed on NASDAQ under the symbol “EMCF.” Under the terms of the Merger Agreement, Farmers will cause the shares of Farmers common stock to be issued in the Merger to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the effective time. Upon completion of the Merger, Emclaire common stock will no longer be listed on NASDAQ and thereafter will be deregistered under the Exchange Act. Following the Merger, shares of Farmers common stock will continue to be listed on NASDAQ.

Resale of Farmers Common Shares

Farmers has registered its common shares to be issued in the Merger with the SEC under the Securities Act. No restrictions on the sale or other transfer of Farmers common shares issued in the Merger will be imposed solely as a result of the Merger, except for restrictions on the transfer of Farmers common shares issued to any Emclaire shareholder who may become an “affiliate” of Farmers for purposes of Rule 144 under the Securities Act. The term “affiliate” is defined in Rule 144 under the Securities Act and generally includes executive officers, directors and shareholders beneficially owning 10% or more of the outstanding Farmers common shares.

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THE MERGER AGREEMENT

The following is a description of certain material provisions of the Merger Agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of the material provisions of the Merger Agreement is not intended to provide you with any factual information about Farmers or Emclaire. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Farmers and Emclaire make with the SEC, as described in the section entitled “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document and may supplement, update or modify the disclosures about Farmers and Emclaire contained in the Merger Agreement. The Merger Agreement contains customary representations and warranties of Emclaire, Merger Sub and Farmers. The assertions embodied in those representations and warranties are qualified by information contained in confidential disclosure schedules that the parties delivered in connection with the execution of the Merger Agreement. In addition, certain representations and warranties were made as of a specific date, and may be subject to a contractual standard of materiality different from the standard of materiality generally applicable to statements made by a corporation to shareholders or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.

You should not rely on the representations, warranties, covenants, or any description thereof as characterizations of the actual state of facts or condition of Farmers, Emclaire, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may have changed since the date of the Merger Agreement and do not purport to be accurate as of the date of this proxy statement/prospectus. The representations and warranties and other provisions in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about Farmers, Emclaire or Merger Sub at the time they were made or otherwise. Furthermore, the representations and warranties and other provisions of the Merger Agreement should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. See the section entitled “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document for more information.

Effects of the Merger

As a result of the Merger, Emclaire will merge with and into Merger Sub, with Merger Sub as the surviving company. Promptly following the Merger, Merger Sub will be dissolved and liquidated. The Articles of Incorporation and the Code of Regulations of Farmers as in effect immediately prior to the Merger will continue to be the Articles of Incorporation and Code of Regul