Farmers National Banc (FMNB) investor relations material

Deal rationale and strategic fit

• The merger creates a premier Midwest community banking franchise with over $7.4 billion in assets and 84 branches, expanding scale and market reach in Central, Northeast, and Western Ohio, including Columbus.

• Highly complementary geographic footprints and shared values support long-term growth and reinforce dominance in legacy markets.

• The deal accelerates entry into high-growth regions and enhances product offerings, digital capabilities, and wealth management.

• The combined company will operate under a unified brand, creating significant market fill-in opportunities and positioning as a leading community bank.

• Shared culture and vision for growth strengthen community presence and stakeholder value.

Financial terms and conditions

• Structured as a 100% all-stock transaction: Middlefield shareholders receive 2.6 shares for each share held.

• Transaction valued at $299 million, or $36.17 per share, with a 64%/36% post-merger ownership split.

• Purchase price is 163.5% of tangible book value and 14.1x LTM earnings, with an 87.4% pay-to-trade ratio.

• Day 1 tangible book value dilution of 4.4%, with a payback period of three years and an internal rate of return of ~20%.

• Merger qualifies as a tax-free reorganization.

Synergies and expected cost savings

• Targeting 38% cost savings based on Middlefield's expense run rate, with 80% realized within 12 months post-close and full run-rate by December 2026.

• $2 million annual savings expected from core platform conversion, with most savings realized post-August 2026.

• Additional one-time core conversion costs of $750,000 anticipated in late 2026.

• Enhanced profitability through increased operating leverage and cross-selling opportunities.

• Deal value/2027E net income plus fully phased cost saves at 7.7x.