FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2021-11-12 2021-11-12

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): November 12, 2021

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

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

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

(330) 533-3341

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01 | Regulation FD Disclosure.

On November 12, 2021, Farmers National Banc Corp. (the “Company”) issued a press release announcing the pricing of its issuance and sale of $75 million aggregated principal amount of fixed-to-floating rate subordinated notes due 2031 (the “Notes”) in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and a copy of the investor presentation used in connection with the offering of the Notes is attached as Exhibit 99.2 to this Current Report on Form 8-K. The Notes will bear a fixed rate of 3.125% for the first five years and will reset quarterly thereafter to the then current three-month SOFR rate plus 220 basis points. The Company intends to use the net proceeds from the offering for general corporate purposes. The issuance and sale of the Notes is expected to close on November 17, 2021.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 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 |  | Press Release dated November 12, 2021
99.2 |  | 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: November 12, 2021