Current Report Filing (8-k)
02 March 2023 - 12:32AM
Edgar (US Regulatory)
FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2023-03-01 2023-03-01
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): March 1, 2023
Farmers National Banc Corp.
(Exact name of registrant as specified in its charter)
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Ohio |
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001-35296 |
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34-1371693 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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20 South Broad Street, P.O. Box 555, Canfield, Ohio |
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44406-0555 |
(Address of principal executive offices) |
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(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, No Par Value |
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FMNB |
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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 March 1, 2023, Farmers National Banc Corp. (the “Company”) issued a press release announcing that its Board of Directors has authorized the purchase of up to 1,000,000 shares of its common stock, no par value (“Common Stock”), or approximately 2.6% of the Company’s currently issued and outstanding shares of Common Stock (the “2023 Share Repurchase Program”). The 2023 Repurchase Program supersedes the Company’s prior share repurchase program approved in 2019 which authorized the purchase of up to 1,500,000 shares of Common Stock, 198,336 of which remained available for repurchase as of February 28, 2023. Repurchases under the 2023 Repurchase Program will be made periodically depending on market conditions and other factors, and may be made in the open market, through block trades, pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Commission or otherwise, and in privately negotiated transactions. Shares of Common Stock repurchased under the 2023 Repurchase Program will be held as treasury stock and will be available for general corporate purposes. The exact number of shares to be repurchased by the Company under the 2023 Repurchase Program is not guaranteed, and repurchases may be commenced or suspended at any time or periodically without prior notice. The 2023 Share Repurchase Program may be modified, suspended or terminated by the Company at any time. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (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.
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.
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Farmers National Banc Corp. |
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By: |
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/s/ Kevin J. Helmick |
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Kevin J. Helmick |
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President and Chief Executive Officer |
Date: March 1, 2023
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