CANFIELD, Ohio – Farmers National Banc Corp. and Middlefield Banc Corp. on Wednesday announced that the two financial institutions are merging.
Middlefield will merge with and into Farmers in an all-stock transaction. The merger agreement was unanimously approved by the boards of directors of both companies, and the transaction is expected to close by the end of the first quarter of 2026, after shareholder and regulatory approvals.
“We are excited to announce the merger with Middlefield,” said Kevin J. Helmick, Farmers president and CEO. “This is our seventh bank acquisition in the last 10 years and reflects our proven track record of executing and integrating strategic” mergers and acquisitions.
He said the merger brings together two high-performing community banks with complementary markets, shared values and a common vision for growth.
“We know Middlefield and its markets well, and this partnership not only deepens our presence in Northeast Ohio but meaningfully expands our footprint across Central and Western Ohio markets,” Helmick said. “This includes the Columbus region, where we are making strategic investments to expand in Ohio’s largest and fastest-growing market. Together, we will create a larger, more diversified institution with enhanced scale, deeper relationships and a stronger foundation to drive long-term shareholder value.”
Ronald L. Zimmerly Jr., Middlefield president and CEO, said joining Farmers represents an exciting next chapter for Middlefield and the communities it serves.
“Our customers will benefit from a broader suite of financial products and advanced digital capabilities, while continuing to receive the same personalized service and local decision-making that define our culture,” he said. “This merger enhances our ability to grow and support our stakeholders and deliver meaningful value for our shareholders.”
Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank, and Middlefield Bank’s branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4 billion in assets and 83 branch locations throughout Ohio and western Pennsylvania.
In a conference call Wednesday morning, Helmick said the merger “will help us expand into the demographically attractive central and western Ohio markets, while deepening our commitment to our legacy markets in Northeast Ohio and western Pennsylvania. Middlefield is a high quality company that offers tremendous upside for our shareholders …”
In the call, Troy Adair, Farmers chief financial officer, said the merger will enhance the bank’s ability to grow.
“This was one of the reasons that we found Middlefield to be attractive with the Columbus market – the way they’ve been growing loans over the last couple of years,” he said. “We felt that this would enhance our ability to grow organically … so we really think that it will enhance our organic growth capabilities moving forward.”
As of Sept. 30, Middlefield had total assets of approximately $2 billion, which included total loans of $1.6 billion, deposits of $1.6 billion and stockholders’ equity of $224.1 million.
According to a news release, the merger will create a community banking franchise with more than $7 billion in total assets.
Pursuant to the agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on Oct. 20, the proposed transaction is valued at approximately $299 million, or $36.17 per Middlefield share.
The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals.
At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ board of directors.
A replay of the Wednesday conference call can be accessed through Nov. 5 by calling 844 512 2921 or 412 317 6671. Use Access ID 13756434.