8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2022

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	001-35296	34-1371693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(330) 533-3341

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, No Par Value	FMNB	The NASDAQ Stock Market

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

Emerging growth company  ☐

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

Item 7.01 Regulation FD Disclosure.

Kevin J. Helmick, President and Chief Executive Officer, Troy Adair, Executive Vice President, Chief Financial Officer and Secretary, and Timothy F. Shaffer, Executive Vice President of Farmers National Banc Corp. (the “Company”) and Chief Credit Officer of The Farmers National Bank of Canfield, the national banking subsidiary of the Company, will be presenting at several investor conferences during May 2022. A copy of the presentation to be first used by Messrs. Helmick, Adair and Shaffer on May 11, 2022 is attached as Exhibit 99.1 hereto.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Investor presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Farmers National Banc Corp.
By:	/s/ Kevin J. Helmick
	Kevin J. Helmick
	President and Chief Executive Officer

Date: May 11, 2022

EX-99.1

Nasdaq: FMNB | Q1 2022 Investor Presentation Exhibit 99.1

Disclosure Statement Forward-Looking Statements​ This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, asset quality trends and profitability of Farmers National Banc Corp. (“Farmers”). Forward-looking statements are not historical facts but instead express only management’s current expectations and forecasts of future events or long-term-goals, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from those indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in the forward-looking statements include impacts from the COVID-19 pandemic on local, national and global economic conditions; higher default rates on loans made to our customers related to the COVID-19 pandemic and its impact on our customers’ operations and financial condition; unexpected changes in interest rates or disruptions in the mortgage markets related to COVID-19 or other responses to the health crisis; and the other factors contained in Farmers’ periodic reports and registration statements filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021, and Quarterly Report on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on Farmers’ website (www.farmersbankgroup.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date.  Farmers undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise. ​ ​ Use of Non-GAAP Financial Measures ​ This presentation contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“GAAP”).  These non-GAAP financial measures include “Core Deposits” and “Tangible Common Equity ratio.”  Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of Farmers’ deposit profile and capital.   These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures.  Because not all companies use the same calculation of “Core Deposits” and “Tangible Common Equity ratio,” this presentation may not be comparable to other similarly titled measures as calculated by other companies.   2

About Farmers National Banc Corp. $4.2 billion in banking assets $3.1 billion in wealth management assets under care $0.64 (4.2%) annualized dividend (yield) #1 Performing Bank in Ohio* Named a Best Employer in Ohio the past 2 years** Founded in 1887 157 consecutive quarters of profitability Strong and diverse franchise currently operating 55 locations throughout 10 counties in Ohio Emclaire Financial acquisition announced on March 23, 2022, which will expand Farmers’ presence into Pennsylvania market Once the acquisition closes, Farmers will have 74 locations throughout Ohio and Pennsylvania, and over $5.3 billion in bank assets Growth plan focused on combining big bank capabilities with local bank service 3 * Source: Bank Director Magazine 2021 Bank Performance Scorecard ** Source: Best Companies Group *** Stock data as of April 29, 2022 Locations in map include 55 Farmers’ locations and 19 Emclaire Financial locations. The acquisition of Emclaire Financial was announced on March 23, 2022 and is expected to close in the second half of 2022.

We are a relationship-driven organization, we view winning differently than other banks. We are in it to create Win-Wins for our bank, customers communities and shareholders. Standing Strong for our Customers Relationship Based Values 4 Maintain Financial Strength to Foster Financial Flexibility for Growth Opportunities Shareholders Provide a Customer-Centric Experience throughout all Platforms Customers Assure Farmers is the Best Place to Work Associates Supporting Customers, Associates, and Communities Community

Deposit rank according to FDIC market share report at June 30, 2021 and includes The Cortland Savings and Banking Company (2) January 2020 Office of Research, Ohio Development Services Agency One of the largest community banks in Ohio ranked by deposits and 13th largest bank overall by deposits According to a January 2020 study from the State of Ohio, in 2018, Ohio was the 7th largest source of GDP among the 50 states and Washington D.C. If Ohio was a separate country, it would be the 36th largest national economy in the world (2) Key Industries include: BioMedical, Health Care, Aluminum Manufacturing, Automotive Manufacturing, Customer Contact Centers, Distribution, Warehousing & Logistics, Food-Related Products Manufacturing, Petrochemicals & Energy Development, Primary Metals, Fabricated Products Manufacturing, Additive Manufacturing, Industrial Internet of Things GM Ultium Battery Plant, TJX and Lordstown Motors Corp. development projects underway in core market Emclaire is one of few acquisition opportunities remaining to enter Western PA with a meaningful market share Well-Positioned in Strong Markets 5 Compelling Market Opportunities Within core Columbiana, Mahoning, and Wayne counties, Farmers has a #2 deposit market share, representing a strong presence Farmers’ total market share within these three counties is 18.5% Total number of institutions in the market = 19 Total deposits inside the market = $11.4 billion Cuyahoga, Geauga, Medina, Stark, and Trumbull counties offer significant growth opportunities Markets dominated by large national and super regional institutions Top ten institutions have 90.1% of the total deposit market share within these five counties Farmers is one of the largest Ohio based community banks within these counties with a total market share of 1.3% Total number of institutions in the market = 35 Total deposits inside the market = $98.3 billion Unique opportunity to acquire scale in attractive Western PA markets including metro Pittsburgh

Retail Banking Consumer Loans Mortgage Loans Online & Mobile Banking Dedicated Lab Branch Interactive Teller Machines (ITMs) Business Loans Business Checking Business Mobile Banking Treasury Management Agricultural Lending Private Banking Trust Services Investment Services Insurance Services Retirement Planning and Administration Services Big Bank Capabilities, Local Bank Service Consumer Banking Business Banking Wealth Management 6

LTM Fee Income LTM Sources of Income (in thousands) Diverse Revenue Streams Noninterest income to total revenue for the 2022 first quarter was 35%, compared to 27% for the same period last year (1) Diverse sources of noninterest income insulates the company’s income statement from benchmark rate volatility (1) 7 (1) The first quarter of 2022 included $8.4 million in other noninterest income for the net proceeds of a legal settlement

Kevin Helmick (50) President & Chief Executive Officer Troy Adair (55) Executive Vice President, Chief Financial Officer Tim Carney (56) Senior Executive Vice President, Chief Banking Officer Jim Gasior (62) Senior Executive Vice President, Corporate Development Officer Amber Wallace (56) Executive Vice President, Chief Retail/Marketing Officer Brian Jackson (52) Senior Vice President, Chief Information Officer Mark Nicastro (51) Senior Vice President, Chief Human Resources Officer Timothy Shaffer (60) Executive Vice President, Chief Credit Officer Michael Oberhaus (46) Senior Vice President, Chief Risk Officer Mark Wenick (62) Senior Vice President, Chief Wealth Management Officer Training Farmers Academy In-house leadership/management training program Ohio Bankers League Bank Management School Talent Acquisition Comprehensive recruitment program High percentage of referrals come from our employees Retention of key executives Current executive team has been with the bank for over nine years Robust Succession Planning Annual review Multi-layered approach focused on core competencies of position Linked to annual performance appraisal and development plan Executive succession planning reviewed at holding company board level Alignment with Shareholders Structure of STI and LTI programs encourages sound business practices and appropriate levels of risk management Recognition as Best Employer in Ohio in 2019 and 2020 as voted by our employees* Key metrics of success reflected in consistent results Over 281 years of combined experience, 91 of which have been with FMNB Local, Established & Experienced Leadership Team * Source: Best Companies Group 8

Leverage technology Drive efficiencies through Six Sigma operating framework Strive to be customer centric and provide exceptional experiences Assure Farmers is the best place to work Continued pursuit of organic and M&A opportunities Strive for performance metrics in top quartile ranking vs. peer group Focus on growing noninterest income Proactive capital management Maintain financial strength Prudent risk management and focus on asset quality Leveraging our History with Modern Banking Technologies to Support our Future Farmers Strategic Vision Invest in our Franchise Drive Financial Excellence 9

Graph in millions As of June 30, 2020 Farmers Trust Company (2009) Farmers National Insurance (2008) Private Client Services (2012) National Associates (2013) National Bancshares (2015) Bowers Insurance (2016) Tri-state 1st Banc (2015) Monitor Bancorp (2017) Maple Leaf (2020) Long-term strategy of value-enhancing acquisitions Proven Acquisition History and Strategy 10 Note: Graph in millions Note: (1) Emclaire Financial acquisition expected to close in the second half of 2022 Cortland Bancorp (2021) Seven acquisitions in the past seven years, including recently announced acquisition of Emclaire Financial Target franchises with similar culture, compelling reputation, and strong customer base Focus on businesses that support cross sell opportunities and diversify footprint into compelling banking markets Manageable initial tangible book value dilution Reasonable price with a currency mix of cash and stock Emclaire Financial(1) (2022)

Harnessing Modern Banking Technology 11 Farmers’ Lab Branch New technologies, video tellers, and ITMs connected to centralized support specialists Focus on digital innovations and customer experience Insights gained will aid in rolling out new technology and services company-wide Embracing digital marketing strategies

Financial Performance 12

Peer group includes: CCNE, CHCO, CHMG, CIVB, CTBI, CZNC, EVBN, FISI, GABC, HBNC, IBCP, ISBA, LCNB, LEVL, LKFN, MBWM, MCBC, MVBF, PEBO, SMMF and SYBT Peer group data according to SNL data, Farmers data as reported and adjusted for one-time acquisition costs Q1 2022 Performance Adjusted for Merger and One-Time Items vs. Peer Platform, Experience, & Strategy Drives Performance 13

Overview Deposit Trends ($ in millions) Deposit Composition (in millions) Core Deposits to Total Deposits We are proud to say our bank is built on core deposits Total deposits: $3.69 billion Noninterest-bearing stood at 26.1% of total deposits Total deposit funding was 96.9% of total funding on the balance sheet Deposit Trends (at March 31, 2022) 14

Loans by Industry Type Net Loans (in millions) Net Loans to Assets Overview Total loans $2.305 billion Diverse loan mix Farmers’ practice is to lend primarily within its market area Less than 2.0% of loan portfolio is participations purchased Less than 2.5% of loan portfolio is construction loans Loan Portfolio Overview (at March 31, 2022) 15

ACL to NPL NPLs / Total Loans & Leases ($ in thousands) Early-stage delinquencies were $7.3 million, or 0.32% of total loans, compared to $8.9 million, or 0.38% of total loans at December 31, 2021 Our allowance for credit losses to gross loans ratio was 1.17%, compared to 1.26% at December 31, 2021 On January 1, 2021, the Bank adopted CECL, and recorded the onetime adjustment from equity into the allowance for credit losses in the amount of $2.5 million or $1.9 million, net of tax Overview Asset Quality Trends (at March 31, 2022) 16 Annualized Net Charge-Offs to Avg. Net Loans

Net Interest Income (in thousands) Net Interest Margin (annualized) FMNB vs. Peer (most recent quarter) Overview Farmers’ model produces strong net interest income, and the company has a history of outperforming its peer group’s yield on loans and cost of funds Outperforming peer group in margin as a result of: Disciplined pricing Active ALCO decision making Low-cost core funding base Peer group includes: CCNE, CHCO, CHMG, CIVB, CTBI, CZNC, EVBN, FISI, GABC, HBNC, IBCP, ISBA, LCNB, LEVL, LKFN, MBWM, MCBC, MVBF, PEBO, SMMF and SYBT Peer group data according to SNL data Yield on Loans Yield on Securities Net Interest Income and NIM Trends (at March 31, 2022) 17

Total Noninterest Income (in thousands) Noninterest Income to Total Revenue Components of Noninterest Income (in thousands) Overview From 2016 to 2021, noninterest income has increased at a 10.4% CAGR Internal sales programs to unify focus and identify opportunities Noninterest Income Trends (at March 31, 2022) 18 Noninterest income in Q1 2022 included $8.4 million in income related to the proceeds of a one-time legal settlement

Noninterest Expense (in thousands) Efficiency Ratio(1) Overall focus on driving efficiencies Profit improvement committee meets biweekly to discuss efficiency initiatives Noninterest Expense to Quarterly Avg. Assets Overview Noninterest Expense Trends (at March 31, 2022) 19 (1) Efficiency ratio adjusted for one-time items

Capital and Liquidity (at March 31, 2022) Loans to Deposits Total Risk Based Capital Tangible Equity to Tangible Assets Overview Total risk-based capital well above well capitalized threshold $75 million in sub debt issued in Q4 2021 Loan growth funded through core deposits Additional borrowing capacity at the FHLB of Cincinnati and approved lines of credit at two domestic banks. 20

TSR from December 31, 2011 to March 31, 2022 Dividend Payout Ratio Total Shareholder Return for $100 Investment From 2016 to 2021, annual cash dividend increased at a 24.1% CAGR Quarterly cash dividend has increased 167% from $0.06 per share at December 31, 2016, to $0.16 per share at March 31, 2022 Consistently paid a quarterly cash dividend Current yield 4.2% at April 29, 2022 Focused on Creating Value for Shareholders 21

XML

Document and Entity Information	May 11, 2022
Cover [Abstract]
Entity Registrant Name	FARMERS NATIONAL BANC CORP /OH/
Amendment Flag	false
Entity Central Index Key	0000709337
Document Type	8-K
Document Period End Date	May 11, 2022
Entity Incorporation State Country Code	OH
Entity File Number	001-35296
Entity Tax Identification Number	34-1371693
Entity Address, Address Line One	20 South Broad Street
Entity Address, Address Line Two	P.O. Box 555
Entity Address, City or Town	Canfield
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44406-0555
City Area Code	(330)
Local Phone Number	533-3341
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, No Par Value
Trading Symbol	FMNB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false