Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM

10-K/A

(Amendment No. 1)

 

 

(Mark One)

☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2023

or

 

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from

 

 

  

 

to

 

 

  

 

Commission file number

001-35296

 

 

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio		34-1371693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
20 South Broad Street, Canfield, Ohio		44406
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

330-533-3341

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

 

Title of each class		Name of each exchange on which registered
Common Shares, no par value		The NASDAQ Stock Market LLC

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

None

(Title of Class)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No 

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No 

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued

financial

statements. ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

((§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definition 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of June 30, 2021, the estimated aggregate market value of the registrant’s common shares, no par value (the only common equity of the registrant), held by

non-affiliates

of the registrant was approximately $402.4 million based upon the last sales price as of June 30, 2021 reported on NASDAQ. (The exclusion from such amount of the market value of the common shares owned by any person shall not be deemed as admission by the registrant that such person is an affiliate of the registrant).

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

As of March 1, 2024, the registrant had outstanding 37,545,864 common shares, no par value.

DOCUMENTS INCORPORATED BY REFERENCE

 

Document		Part of Form 10-K into which Document is Incorporated
Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Shareholders		III

 

Auditor Name: Crowe LLP		Location: Columbus, OH		Auditor Firm I.D.: 173

 

 

 

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EXPLANATORY NOTE

Farmers National Banc Corp. (“Farmers”) hereby amends its

Annual

Report on Form

10-K

for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2024 (the “Form

10-K”),

as set forth in this Amendment No. 1 on Form

10-K/A

(this “Amendment”). This Amendment is being filed solely to

re-file

Exhibit 23.1, “Consent of Independent Registered Public Accounting Firm” as a document filed as an exhibit to the Form

10-K,

to correct a typographical error in the Exhibit 23.1 that was originally filed as an exhibit to the Form

10-K.

Except as described above, no other changes are being made to the Form

10-K

and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Form

10-K.

This Amendment does not reflect subsequent events occurring after the original filing date of the Form

10-K.

This Amendment should be read in conjunction with Farmers’ filings with the Commission subsequent to the filing of the Form

10-K.

Pursuant to Rule

12b-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule

13a-14(a)

or

15d-14(a)

of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)		(1)    Financial Statements
		Item 8 Reference is made to the Consolidated Financial Statements included in Item 8 of Part II herein.
		(2)    Financial Statement Schedules
		No financial statement schedules are presented because they are not applicable.
		(3)    Exhibits
		The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference.
(b)		Exhibits
		The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference.
(c)		Financial Statement Schedules
		See subparagraph (a)(2) above.

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INDEX TO EXHIBITS

The following exhibits are filed or incorporated by reference as part of this Annual Report on Form

10-K:

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Farmers National Banc Corp., Emclaire Financial Corp., and FMNB Merger Subsidiary V, LLC, dated as of March 23, 2022 (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 24, 2022).
3.1		Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the Commission on October 3, 2001 (File No. 333-70806)).
3.2		Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2013).
3.3		Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2018).
3.4		Amended Code of Regulations of Farmers National Banc Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 17, 2020).
4.1		Description of Capital Stock (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
4.2		Form of 3.125% Fixed to Floating Rate Subordinated Note Due 2031 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021).
10.1*		Farmers National Banc Corp. Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 24, 2011).
10.2*		Farmers National Banc Corp. Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 29, 2011).
10.3*		Farmers National Banc Corp. Nonqualified Deferred Compensation Plan (as amended and restated effective January 1, 2016) (incorporated by reference from Exhibit 10.4 to Farmers’ Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Commission on March 7, 2017).
10.4*		Farmers National Banc Corp. 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the Commission on August 8, 2017).
10.5*		Farmers National Banc Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 22, 2022).
10.6*		Farmers National Banc Corp. 2021 Form of Notice of Grant of Long-term Incentive Plan Awards under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 6, 2021).
10.7*		Farmers National Banc Corp. 2021 Form of Performance-based Equity Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 6, 2021).
10.8*		Farmers National Banc Corp. 2021 Form of Service-based Restricted Stock Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 6, 2021).
10.9*		Farmers National Banc Corp. 2021 Form of Performance-based Cash Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 6, 2021).
10.10*		Farmers National Banc Corp. 2022 Form of Notice of Grant of Long-term Incentive Plan Awards under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022).

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Exhibit Number		Description
10.11*		Farmers National Banc Corp. 2022 Form of Performance-based Equity Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022).
10.12*		Farmers National Banc Corp. 2022 Form of Service-based Restricted Stock Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022).
10.13*		Farmers National Banc Corp. 2022 Form of Performance-based Cash Award under 2017 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022).
10.14*		Farmers National Banc Corp. 2023 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.15*		Farmers National Banc Corp. 2023 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.16*		Farmers National Banc Corp. 2023 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.17*		Farmers National Banc Corp. 2023 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.18*		Nonemployee Director Compensation (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
10.19*		Farmers National Banc Corp. Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 29, 2011).
10.20*		Change in Control Agreement with Kevin J. Helmick (incorporated by reference from Exhibit 10.2 to Farmers’ Current Report on Form 8-K filed with the Commission on November 14, 2013).
10.21*		Restricted Stock Award Agreement with Troy Adair (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2021).
10.22*		Change in Control Agreement with Troy Adair (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2021).
10.23*		Farmers National Banc Corp. Third Amended and Restated Executive Separation Policy (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 23, 2021).
10.24*		Form of Senior Executive Change in Control Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 23, 2021).
10.25*		Form of Executive Change in Control Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on June 23, 2021).
10.26*		Form of Subordinated Note Purchase Agreement by and between Farmers National Banc Corp. and the several Purchasers named therein, dated November 17, 2021 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021).
21		Subsidiaries of Farmers (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
23.1		Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2		Consent of Independent Registered Public Accounting Firm (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).

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Exhibit Number		Description
24		Powers of Attorney of Directors and Executive Officers (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
31.1		Rule 13a-14(a)/15d-14(a) Certification of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (filed herewith).
32.1		Certification pursuant to 18 U.S.C. Section 1350 of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (previously furnished with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
32.2		Certification pursuant to 18 U.S.C. Section 1350 of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (previously furnished with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
97.1		Policy relating to recovery of erroneously awarded compensation (previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024).
101		The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language), previously filed with Farmers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104		The cover page from the Company’s Annual report on Form 10-K for the year ended December 31, 2023, has been formatted in Inline XBRL.

 

*	Constitutes a management contract or compensatory plan or arrangement.

Copies of any exhibits will be furnished to shareholders upon written request. Requests should be

directed

to Troy Adair, Executive Vice President, Secretary and Chief Financial Officer, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized.

 

FARMERS NATIONAL BANC CORP.
By:		/s/ Kevin J. Helmick
		Kevin J. Helmick, President and Chief Executive Officer
		August 7, 2024

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of Farmers National Banc Corp.:

Form S-3D No. 333-180649

Form S-4 No. 333-264945

Form S-8 No. 333-217925

Form S-8 No. 333-188570

Form S-8 No. 333-176399

Form S-8 No. 333-264763

of our report dated March 7, 2024, relating to the consolidated financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K.

/s/ Crowe LLP

Crowe LLP

Columbus, Ohio

March 7, 2024

Exhibit 31.1

CERTIFICATIONS

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

I, Kevin J. Helmick, certify that:

1) I have reviewed this annual report on Form 10-K/A of Farmers National Banc Corp.; and

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Kevin J. Helmick

Kevin J. Helmick

President and Chief Executive Officer

(Principal Executive Officer)

August 7, 2024

Exhibit 31.2

CERTIFICATIONS

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

I, Troy Adair, certify that:

1) I have reviewed this annual report on Form 10-K/A of Farmers National Banc Corp.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Troy Adair

Troy Adair

Executive Vice President and Treasurer

(Principal Financial Officer)

August 7, 2024

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2021
Document Information [Line Items]
Entity Registrant Name	Farmers National Banc Corp.
Entity Central Index Key	0000709337
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Document Type	10-K/A
Document Period End Date	Dec. 31, 2023
Amendment Flag	true
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	FMNB
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		37,545,864
Entity Public Float			$ 402.4
Document Annual Report	true
Document Transition Report	false
Entity Shell Company	false
Entity File Number	001-35296
Entity Tax Identification Number	34-1371693
Entity Address, Address Line One	20 South Broad Street
Entity Address, City or Town	Canfield
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44406
City Area Code	330
Local Phone Number	533-3341
Entity Incorporation, State or Country Code	OH
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Crowe LLP
Auditor Firm ID	173
Auditor Location	Columbus, OH
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE   Document   Part of Form 10-K into which Document is Incorporated Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Shareholders   III
Amendment Description	Farmers National Banc Corp. (“Farmers”) hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2024 (the “Form 10-K”), as set forth in this Amendment No. 1 on Form 10-K/A (this “Amendment”). This Amendment is being filed solely to re-file Exhibit 23.1, “Consent of Independent Registered Public Accounting Firm” as a document filed as an exhibit to the Form 10-K, to correct a typographical error in the Exhibit 23.1 that was originally filed as an exhibit to the Form 10-K. Except as described above, no other changes are being made to the Form 10-K and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Form 10-K. This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K. This Amendment should be read in conjunction with Farmers’ filings with the Commission subsequent to the filing of the Form 10-K. Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

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