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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

FARMERS NATIONAL BANC CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

20 SOUTH BROAD STREET,

CANFIELD, OHIO 44406

March 18, 2025

To Our Shareholders:

You are cordially invited to the 2025 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 17, 2025 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MT9XFPM, where you will be able to vote electronically and submit questions during the meeting.

During the Annual Meeting, you will be asked to: (i) elect three Class III directors whose terms will expire at the Annual Meeting in 2028; (ii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (iii) consider and vote upon a proposal to ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.

Sincerely,

LOGO

KEVIN J. HELMICK

President and Chief Executive Officer

FARMERS NATIONAL BANC CORP.

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 17, 2025

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 17, 2025 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MT9XFPM, where you will be able to vote electronically and submit questions during the meeting.

The 2025 Annual Meeting will be held for the following purposes:

to elect three Class III directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2028;

to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

to consider and vote upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 4, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote “FOR” the election of each of the director nominees included in Proposal Number 1 and “FOR” each of Proposal Numbers 2 and 3.

By Order of the Board of Directors,

LOGO

TROY ADAIR

Senior Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

March 18, 2025

FARMERS NATIONAL BANC CORP.

PROXY STATEMENT

TABLE OF CONTENTS


GENERAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			2
When and Where will the Annual Meeting be Held?			2
Why did I Receive these Proxy Materials?			2
Who may Vote during the Annual Meeting?			2
What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?			2
How do I Vote?			2
How will My Shares be Voted?			3
Voting of Shares held in Street Name – Broker Non-Votes			3
Can Other Matters be Decided during the Annual Meeting?			4
May I Revoke or Change My Vote?			4
Who Pays the Cost of Proxy Solicitation?			4
How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?			5
What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?			5
CORPORATE GOVERNANCE			6
The Board of Directors — Independence			6
Certain Relationships and Related Transactions			6
Attendance at Meetings			7
Board Leadership Structure and Role in Risk Oversight			7
Committees of the Board of Directors			8
Audit Committee			8
Compensation Committee			9
Corporate Governance and Nominating Committee			9
Board Enterprise Risk Management Committee			10
Executive Committee			10
Policies of the Board of Directors			11
Majority Withheld Vote			11
Director Nominations			11
Board Diversity			12
Code of Regulations			12
Corporate Governance Guidelines			13
Shareholder Proposals for 2026 Annual Meeting			15
Shareholder Communications with Directors			15
Section 16(a) Beneficial Ownership Reporting Compliance			15
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES			16
PROPOSAL ONE — ELECTION OF DIRECTORS			22
Required Vote and Board Recommendation.			22
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			29
PROPOSAL TWO — ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			32
Required Vote and Board Recommendation			32
COMPENSATION DISCUSSION AND ANALYSIS			33
Introduction			33


Executive Summary			33
2024 Financial Performance Summary			33
Significant 2024 Compensation Results			34
Annual Incentive Compensation Results from Financial Performance			34
Long-term Incentive Compensation Results from Financial Performance			34
Compensation Committee’s Philosophy on Executive Compensation			35
Role of the Compensation Committee in Determining Executive Compensation			36
Role of Compensation Consultant			36
Compensation Consultant Independence			37
Say-on-Pay Consideration			37
Peer Group Evaluation and Executive Compensation Benchmarks			37
2024 Named Executive Officers Compensation			38
Base Salary			38
Annual Incentive Plan			39
Long-Term Incentive Plans			42
Clawback Policy			45
401(k) Plan and Company Contributions			45
Nonqualified Deferred Compensation Plan			45
Perquisites and Other Compensation			46
Other Elements of Our Executive Compensation Programs			46
Employment Agreements, Separation Policy and Change in Control Arrangements			46
Stock Ownership Guidelines and Anti-Hedging Policy			47
Tax Deductibility			48
Director Compensation			48
Oversight and Risk Management of Compensation Programs			49
Compensation Committee Interlocks and Insider Participation			49
THE COMPENSATION COMMITTEE REPORT			49
EXECUTIVE COMPENSATION AND OTHER INFORMATION			50
Summary of Cash and Certain Other Compensation			50
2024 Named Executive Officer Compensation Components			53
Base Salary			53
Annual Incentive Plan			53
Long-Term Incentive Compensation			55
2024 Outstanding Equity Awards at Fiscal Year-End			56
2024 Option Exercises and Stock Vested			57
Summary of Equity Awards Vested in 2024			57
2024 Nonqualified Deferred Compensation			58
Employment Agreements, Change in Control Agreements, Executive Separation Policy			58
Change in Control Agreements			58
Executive Separation Policy			59
Potential Payments Upon Termination or Change in Control			60
EQUITY COMPENSATION PLAN INFORMATION			63
2024 DIRECTOR COMPENSATION			64
PAY VERSUS PERFORMANCE			65
CEO PAY RATIO DISCLOSURE			69
CEO Pay Ratio			69
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			71
PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			72
Required Vote and Board Recommendation			72
Independent Registered Public Accounting Firm Fees			73
Pre-Approval of Fees			73


HOUSEHOLDING OF ANNUAL MEETING MATERIALS			74
INCORPORATION BY REFERENCE			75
APPENDIX A: FARMERS NATIONAL BANC CORP. – Reconciliation of Non-GAAP Financial Measures			A-1

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Farmers National Banc Corp., an Ohio corporation (“Farmers” or the “Company”), of the accompanying proxy to be voted during the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), and during any adjournment or postponement thereof. The Annual Meeting will be held on April 17, 2025 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MT9XFPM, where you will be able to vote electronically and submit questions during the meeting. The mailing address of the principal executive offices of Farmers is 20 South Broad Street, Canfield, Ohio 44406; telephone number (330) 533-3341. This proxy statement, together with the related proxy and Farmers’ 2024 Annual Report to Shareholders (the “Annual Report”), are being mailed to the shareholders of the Company on or about March 18, 2025. This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on Thursday, April 17, 2025: This proxy statement, the Form 10-K for the year ended December 31, 2024 and the Annual Report to Shareholders are available at www.edocumentview.com/FMNB.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When and Where will the Annual Meeting be Held?

The Annual Meeting will be held on Thursday, April 17, 2025 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MT9XFPM, where you will be able to vote electronically and submit questions during the meeting. To obtain more information regarding how to participate in the live webcast of the Annual Meeting, please contact Shareholder Relations at (330) 533-5127.

Why did I Receive these Proxy Materials?

You have received these proxy materials because the Board of Directors is soliciting a proxy to vote your Farmers common shares, without par value (“Common Shares”) during the Annual Meeting. This proxy statement contains information that Farmers is required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and is intended to assist you in voting your Common Shares.

Who may Vote during the Annual Meeting?

The Board of Directors has set March 4, 2025 as the “record date” for the Annual Meeting. This means that only shareholders of record at the close of business on that date are entitled to notice of, and to vote during, the Annual Meeting or any adjournment(s) or postponement(s) thereof. At the close of business on the record date, there were 37,614,636 Common Shares issued and outstanding. Each Farmers shareholder is entitled to one vote for each Common Share standing in the shareholder’s name on the books of the Company on each matter to be voted upon during the Annual Meeting. There is no cumulative voting of our Common Shares.

What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?

If your Common Shares are registered directly in your name, you are considered the “shareholder of record” of those shares. Farmers has sent these proxy materials directly to all “shareholders of record.” Alternatively, if your Common Shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, which is sometimes called “street name,” then you are the “beneficial owner” of those shares and these proxy materials were forwarded to you by that organization. The organization holding your Common Shares is the shareholder of record for purposes of voting the shares during the Annual Meeting. As the beneficial owner, you have the right to direct that organization how to vote the Common Shares held in your account by following the voting instructions the organization provides to you.

How do I Vote?

Shareholders of record may vote on matters that are properly presented during the Annual Meeting in four ways:

◾

By completing the accompanying proxy and returning it in the envelope provided;

◾

By submitting your vote telephonically;

◾

By submitting your vote electronically via the Internet before the meeting at www.envisionreports.com/FMNB; or

◾

By submitting your vote electronically via the Internet during the meeting at https://meetnow.global/MT9XFPM.

For the Annual Meeting, Farmers is offering shareholders of record the opportunity to vote their Common Shares electronically through the Internet or by telephone by following the procedures described on the enclosed proxy instead of submitting the enclosed proxy by mail. In order to vote via the Internet or by telephone, please have the enclosed proxy in hand, and go to the website listed on the proxy or call the number and follow the instructions. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholder instructions have been recorded properly. Shareholders voting through the Internet should understand that they may bear certain costs associated with Internet access, such as usage charges from their Internet service providers.

If you hold your Common Shares in street name, you should follow the voting instructions provided to you by the organization that holds your Common Shares. If you plan to participate in the live webcast of the Annual Meeting, you will have the opportunity to vote electronically during the meeting. If you hold your Common Shares in street name and plan to attend the live webcast of the Annual Meeting, you must register in advance. If your Common Shares are held in the name of your broker, bank or other shareholder of record, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on March 4, 2025 in order to attend and vote during the live webcast of the Annual Meeting. Requests for registration must be sent to our transfer agent, Computershare, via email at legalproxy@computershare.com or by mail at Computershare, Farmers National Banc Corp. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 and include proof of your legal proxy issued by your broker, bank or other shareholder of record. Requests for registration must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Time, on April 14, 2025.

How will My Shares be Voted?

If you vote by mail, through the Internet, or by telephone, your Common Shares will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting, but do not complete the voting instructions, your Common Shares will be voted:

◾

“FOR” election of the three Class III director nominees listed under “Proposal One — Election of Directors;”

◾

“FOR” approval of the non-binding advisory resolution to approve the compensation of the Company’s named executive officers under “Proposal Two — Advisory Vote to Approve the Compensation of Named Executive Officers;” and

◾

“FOR” ratification of the appointment of Crowe LLP as Farmers’ independent registered public accounting firm for the year ending December 31, 2025 under “Proposal Three — Ratification of Appointment of Independent Registered Public Accounting Firm.”

Voting of Shares held in Street Name – Broker Non-Votes

A “broker non-vote” occurs when a beneficial owner holds Common Shares in street name through a broker, bank, or other holder of record who is considered the registered shareholder with respect to those shares, and the beneficial owner does not provide the broker, bank, or other holder of record with instructions within the required timeframe before the Annual Meeting of Shareholders as to how to vote the shares on “non-routine”

matters. Under New York Stock Exchange (NYSE) rules, your broker, bank, or other holder of record cannot vote your shares of common stock on non-routine matters unless it receives instructions from you as to how to vote.

NYSE determines which matters are routine or non-routine. Matters such as Proposal 1 (Election of Directors) and Proposal 2 (Advisory Vote to Approve the Compensation of Named Executive Officers) typically are considered by NYSE to be “non-routine” matters on which your broker, bank or other holder of record can vote your Common Shares only if it receives instructions from you. Matters such as Proposal 3 (Ratification of Appointment of Independent Registered Public Accounting Firm) typically are considered by NYSE to be a routine matter.

Can Other Matters be Decided during the Annual Meeting?

On the date that this proxy statement was printed, Farmers was not aware of any matters to be raised during the Annual Meeting other than those included in this proxy statement. If you submit a valid proxy and other matters are properly presented for consideration during the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on those matters for you.

May I Revoke or Change My Vote?

Yes, proxies may be revoked at any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by:

◾

executing a later dated proxy with regard to the same Common Shares;

◾

executing a later casted Internet or telephone vote with regard to the same Common Shares;

◾

giving notice in writing to the Secretary at 20 South Broad Street, Canfield, Ohio 44406; or

◾

submitting a later casted vote electronically via the Internet during the live webcast of the Annual Meeting at https://meetnow.global/MT9XFPM.

If your Common Shares are held in street name and you wish to revoke your proxy, you should follow the instructions provided to you by the record holder of your shares. If you wish to revoke your proxy during the live webcast of the Annual Meeting, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the Common Shares on March 4, 2025. Participating in the live webcast of the Annual Meeting will not, by itself, revoke your proxy.

Who Pays the Cost of Proxy Solicitation?

The accompanying proxy is solicited by and on behalf of the Board of Directors, whose notice of meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by Farmers. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, facsimile and electronic mail by directors, officers and employees of Farmers. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Shares held of record by such persons, and Farmers will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?

The shareholders present in person (via the live webcast) or by proxy at the Annual Meeting representing not less than one-third of Farmers’ outstanding Common Shares shall constitute a quorum for the Annual Meeting. Consequently, at least 12,538,212 Common Shares must be represented at the Annual Meeting in person (via the live webcast) or by proxy in order to constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. However, street name holders generally cannot vote their Common Shares directly and must instead instruct the broker, bank or other shareholder of record how to vote their Common Shares using the voting instructions provided by it. If a street name holder does not provide timely instructions, the broker or other nominee may have the authority to vote on some proposals but not others. If a broker or other nominee votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner, this results in a broker non-vote. Broker non-votes on a matter are counted as present for purposes of establishing a quorum for the meeting, but are not considered entitled to vote on that particular matter.

What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?

The vote required to approve each of the proposals that are scheduled to be presented during the Annual Meeting is described under the caption “Required Vote and Board Recommendation” within the description of each proposal.

Under Ohio law, Farmers’ Articles of Incorporation, as amended (“Articles”), and Farmers’ Amended Code of Regulations (“Regulations”), the nominees for election as directors who receive the greatest number of votes cast will be elected directors. Each shareholder will be entitled to cast one vote for each Common Share owned and shareholders may not cumulate votes in the election of directors. Common Shares as to which the authority to vote is withheld are not counted toward the election of directors. However, the Board of Directors has adopted a “Majority Vote Withheld Policy” in the event that “Withhold Authority” has been indicated by a majority of the votes cast with respect to any director in an uncontested election. A summary of this policy is set forth under the caption “CORPORATE GOVERNANCE — Policies of the Board of Directors” in this proxy statement.

CORPORATE GOVERNANCE

The Board of Directors — Independence

The Board of Directors is currently comprised of 13 members, three of whom are nominees for re-election during the Annual Meeting. Additional information regarding the director nominees is set forth in “Proposal One — Election of Directors” in this proxy statement. The Board of Directors affirmatively determined that each of the directors listed below is an “independent director” under the rules of The NASDAQ Stock Market LLC (“NASDAQ”):


Gregory C. Bestic		Edward W. Muransky
Carl D. Culp		David Z Paull
Neil J. Kaback		Gina A. Richardson
Ralph D. Macali		Richard B. Thompson
Frank J. Monaco		Andre Thornton
Terry Moore		Nicholas Varischetti

The only director (or director nominee) of Farmers who has been determined by the Board of Directors not to be independent for calendar year 2025 under the NASDAQ rules is Kevin J. Helmick, the Company’s President and Chief Executive Officer. Mr. Helmick served only on the Executive Committee in 2024. Mr. Culp, the Company’s former Senior Executive Vice President and Chief Financial Officer who retired on August 15, 2021, served only on the Board Enterprise Risk Management Committee and the Executive Committee in 2024.

During 2024, certain current directors and executive officers of Farmers, and their associates, were customers of, and had banking transactions with, various subsidiaries of the Company, including Farmers’ subsidiary bank, The Farmers National Bank of Canfield (“Farmers Bank”). All relationships between any director or executive officer and Farmers or any of its subsidiaries were conducted in the ordinary course of business. Farmers encourages its directors and executive officers to maintain these relationships and expects that these transactions will continue in the future. All loans and loan commitments included in such transactions were made and will be made: (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Farmers; and (iii) without more than the normal risk of collectability or present other unfavorable features. After reviewing the details of these relationships, the Board of Directors has determined that such relationships do not interfere with the exercise of any director’s independent judgment in carrying out his or her responsibilities.

In assessing the independence of directors, the Board of Directors also considers the business relationships between Farmers and its directors or their affiliated businesses other than ordinary banking relationships, if any. Where such business relationships other than ordinary banking relationships exist, the Board of Directors evaluates the scope and nature of each business relationship. There were no such business relationships between Farmers and its directors or the directors’ affiliated companies that were so considered by the Board of Directors in 2024.

Certain Relationships and Related Transactions

Farmers’ Audit Committee is responsible for reviewing and approving, pursuant to the Company’s written policy, all related party transactions that are material to the Company’s consolidated financial statements or otherwise require disclosure under Item 404 of Regulation S-K. Extensions of credit by Farmers or any of its subsidiaries to “insiders” of the

Company or its subsidiaries are also regulated by Regulation O adopted under the Federal Reserve Act and the Federal Deposit Insurance Corporation Improvement Act. It is Farmers’ policy that any transactions with persons whom Regulation O defines as “insiders” (i.e., executive officers, directors, principal shareholders and their related interests) are engaged in the same manner as transactions conducted with all members of the public. Transactions are reviewed and approved by the Board of Directors either on a case-by-case basis (such as loans made by Farmers Bank to an insider) or, in the case of an ongoing relationship, at the outset of the relationship with periodic review. All loans outstanding to insiders of Farmers at any time since January 1, 2024: (i) were made in the ordinary course of business; (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

Attendance at Meetings

The Board of Directors held 10 meetings during 2024. Each incumbent director attended at least 75% of the total of all meetings of the Board of Directors and any committees thereof on which such director served during the year. In accordance with Farmers’ Corporate Governance Guidelines (the “Corporate Governance Guidelines”), directors are expected to attend all meetings of the Board of Directors, although it is understood that, on occasion, a director may not be able to attend a meeting. Directors are encouraged to participate in the live webcast of the Annual Meeting. All of the current members of the Board of Directors attended virtually the 2024 Annual Meeting held on April 18, 2024.

Board Leadership Structure and Role in Risk Oversight

Terry A. Moore is the current non-executive Chair of the Board of Directors. As Chair, Mr. Moore presides over meetings of the Board of Directors, serves as the primary liaison between the Board of Directors and executive management of Farmers, consults with and advises the Board of Directors and its committees on certain business and affairs of Farmers, and performs other responsibilities as may be assigned by the Board of Directors from time to time. Mr. Moore also serves as the Chair of the Executive Committee of the Board of Directors. Kevin J. Helmick, as President and Chief Executive Officer, is responsible both for overseeing Farmers’ day-to-day operations and for establishing and leading the execution of the Company’s long-term strategic objectives, subject to the overall direction and supervision of the Board of Directors and its committees. Farmers does not have a formal policy with respect to separation of the offices of Chair of the Board and Chief Executive Officer, as the Board of Directors believes that flexibility in appointing the Chair allows the Board of Directors to make a determination as to such position from time to time and in a manner that it believes is in the best interest of Farmers and its shareholders. The Board of Directors believes, however, that the current structure of appointing an independent non-executive Chair best serves Farmers because it allows Mr. Helmick to focus on managing the Company’s day-to-day business while allowing an independent director to lead the Board of Directors in its primary role of review and oversight of management. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in risk management by being able to monitor and manage those matters that may present significant risks to Farmers.

The role of the Board of Directors in Farmers’ risk management process includes reviewing regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks. The Board of Directors

reviews these reports to enable it to understand and assess Farmers’ risk assessment, risk management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board of Directors also have responsibility for risk management. In accordance with the Board Enterprise Risk Management Committee Charter, the Board Enterprise Risk Management Committee assists the Board of Directors in its oversight of management’s implementation and enforcement of Farmers’ policies, procedures and practices relating to: (i) the management of enterprise-wide risk; (ii) compliance with applicable laws and regulations and the maintenance of appropriate regulatory and economic capital and reserve levels; and (iii) the Company’s long-term strategic plans and initiatives. In addition, the Audit Committee assists the Board of Directors in overseeing and monitoring management’s conduct of Farmers’ financial reporting process and system of internal accounting and financial controls. Finally, the Compensation Committee oversees the management of risks relating to executive and non-executive compensation plans and arrangements. While each committee oversees certain risks and the management of such risks, the entire Board is regularly informed of such risks through committee reports.

Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and the following committees: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; (iv) Board Enterprise Risk Management Committee; and (v) Executive Committee. Each committee other than the Executive Committee meets on a regular basis and each committee reports their deliberations and actions to the full Board of Directors. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

The current composition of our standing committees is as follows:

Audit

Board
Enterprise
Risk
Management

Compensation

Corporate
Governance
and
Nominating

Executive

Gregory C. Bestic

Carl D. Culp

Neil J. Kaback

Ralph D. Macali

Frank J. Monaco

Terry A. Moore

Edward W. Muransky

David Z. Paull

Gina A. Richardson

Richard B. Thompson

Andre Thornton

Nicholas D. Varischetti

*	Indicates Committee Chair

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting process of the Company. The Audit Committee also reviews, evaluates and approves all related party transactions. The Audit Committee members currently are Gregory C. Bestic (Chair), Neil J. Kaback, Ralph D. Macali,

Gina A. Richardson, Richard B. Thompson and Nicholas D. Varischetti. The Board of Directors has determined that Mr. Bestic and Mr. Kaback each qualify as an “audit committee financial expert” in connection with their service on the Audit Committee. Specifically, the Board of Directors has determined that Mr. Bestic and Mr. Kaback each have all of the attributes listed in the definition of an “audit committee financial expert” set forth in the Instruction to Item 407(d)(5)(i) of Regulation S-K and in the NASDAQ listing requirements. Mr. Bestic acquired these attributes through education and experience as a certified public accountant and, specifically, as a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Kaback acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at Cohen & Company, in their Youngstown, Ohio office. All of the Audit Committee members are considered independent for purposes of NASDAQ listing requirements. The Audit Committee operates under a written charter, which is reviewed annually by the Audit Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Audit Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Audit Committee held 5 meetings during 2024.

Compensation Committee

The Compensation Committee establishes policies and levels of reasonable compensation for the executive officers of the Company and generally administers the Company’s incentive compensation programs. The Compensation Committee members currently are Frank J. Monaco (Chair), Gregory C. Bestic, Terry A. Moore and David Z. Paull. All members of the Compensation Committee are considered independent for purposes of NASDAQ listing requirements. The Compensation Committee operates under a written charter, which is reviewed annually by the Compensation Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Compensation Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Compensation Committee held 4 meetings during 2024.

Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. In addition, the Compensation Committee may invite such members of management to its meetings, as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. In addition, the Compensation Committee may delegate to the Chief Executive Officer, or another executive designee, the authority to approve salary and other compensation for employees below the executive officer level in accordance with overall pools, policy guidelines and limits approved by the Committee. Pursuant to its charter, the Compensation Committee has the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board of Directors or management. Additional information regarding the Compensation Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s purpose is to: (i) identify and recommend individuals to the Board of Directors for nomination as members of the Board of Directors and its committees; (ii) promote effective corporate governance, including developing and recommending to the Board of Directors a set of corporate governance

principles applicable to the Company; and (iii) lead the Board of Directors in its annual review of the Board’s performance and the performance of each of its committees. The members of the Corporate Governance and Nominating Committee currently are Edward W. Muransky (Chair), Ralph D. Macali, Terry A. Moore, Andre Thornton, Gina A. Richardson and Nicholas D. Varischetti. All members of the Corporate Governance and Nominating Committee are independent for purposes of NASDAQ listing requirements. The Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee and the Corporate Governance Guidelines, both of which are reviewed annually by the Corporate Governance and Nominating Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. Copies of the Corporate Governance and Nominating Committee Charter and the Corporate Governance Guidelines are available on Farmers’ website at www.farmersbankgroup.com. The Corporate Governance and Nominating Committee held 4 meetings during 2024.

Board Enterprise Risk Management Committee

The Board Enterprise Risk Management Committee oversees management’s implementation and enforcement of the Company’s policies, procedures and practices relating to the management of enterprise-wide risk. The members of the Board Enterprise Risk Management Committee currently are Carl D. Culp (Chair), Neil J. Kaback, Frank J. Monaco, Edward W. Muransky, David Z. Paull, Richard B. Thompson, and Andre Thornton. The Board Enterprise Risk Management Committee operates under a written charter, which is reviewed annually by the Board Enterprise Risk Management Committee and the Board of Directors. A copy of the current Board Enterprise Risk Management Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Board Enterprise Risk Management Committee meets on a regular basis with Mr. Helmick and other executive officers of Farmers. The Board Enterprise Risk Management Committee held 4 meetings during 2024. Additional information regarding the Board Enterprise Risk Management Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS – Oversight and Risk Management of Compensation Programs” section of this proxy statement.

Executive Committee

The Executive Committee is authorized to act on behalf of the Board of Directors on all corporate actions for which applicable law does not require participation by the full Board. All actions taken by the Executive Committee must be reported at the next meeting of the Board of Directors. The current members of the Executive Committee are Terry A. Moore (Chair), Carl Culp, Kevin J. Helmick, Edward W. Muransky, and David Z. Paull. The Executive Committee operates under a written charter, which is reviewed annually by the Executive Committee and the Board of Directors. A copy of the current Executive Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Executive Committee held 8 meetings in 2024.

Policies of the Board of Directors

Majority Withheld Vote

Pursuant to Section 1701.55(B) of the Ohio Revised Code and our Articles, director nominees who receive the greatest number of votes are elected to the Board of Directors, regardless of whether the votes in favor of such nominees constitute a majority of the voting power of Farmers, because our Articles do not include alternative election standards. Nevertheless, the Board of Directors has adopted a policy that, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), should promptly tender his or her resignation to the Chairman of the Board of Directors. Thereafter, the Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board of Directors whether to accept or reject it. In considering whether to recommend to the Board of Directors to accept or reject the tendered resignation, the Corporate Governance and Nominating Committee will consider all information and factors deemed relevant, including, without limitation: (i) the reasons (if any) given by shareholders as to why they withheld their votes, and (ii) the qualifications and performance of the tendering director(s) and his or her contributions to the Board of Directors and Farmers. The Board of Directors will act on any tendered resignation within 90 days following certification of the shareholder vote. Following the Board of Directors’ determination, Farmers will promptly disclose the Board’s decision whether to accept or reject the director’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release and in a Current Report on Form 8-K. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee’s consideration or action by the Board of Directors regarding whether to accept the resignation offer. If a majority of the Board of Directors receives a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote will consider the resignation offers and whether to accept or reject them.

Director Nominations

The Corporate Governance and Nominating Committee will consider candidates for director, including those recommended by a shareholder who submits the person’s name and qualifications in writing. Although the Corporate Governance and Nominating Committee has not specified minimum qualifications for a recommended candidate, and does not consider shareholder recommended candidates differently from other candidates, the Committee considers the fit of an individual’s skills with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company and its shareholders. The following attributes are considered important to such consideration, but all may not necessarily be possessed by any one director candidate:

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personal qualities and characteristics, accomplishments and reputation in the business community, including high personal and professional values, ethics and integrity;

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current knowledge and contacts in the communities in which Farmers does business;

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ability and willingness to commit adequate time to diligently attend to Board of Directors and committee matters;

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ability to think and act independently yet constructively in a mutually respectful environment;

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diversity of viewpoints, background, experience and other demographics; and

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the ability of the nominee to satisfy the independence requirements of NASDAQ.

While the Board of Directors does not have a formal diversity policy, diversity of viewpoints, background, experience and other demographics are criterion on which the Corporate Governance and Nominating Committee bases its evaluation of potential candidates for director positions. When identifying first-time candidates or nominees for director, or in evaluating individuals recommended by shareholders, the Corporate Governance and Nominating Committee will consider diversity, the current composition of the Board of Directors in light of the diverse communities and geographies Farmers serves, and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity and other qualities and attributes with those of the other Board members. The inclusion of diversity in the listed criteria reflects the Board of Directors’ belief that diversity is an important component of an effective Board and the Corporate Governance and Nominating Committee evaluates each potential director candidate on their specific skills, expertise and background, as well as traditional diversity concepts.

In addition to recommendations presented by shareholders, the Board of Directors maintains a current list of potential director candidates that fit the characteristics and qualifications of the Corporate Governance and Nominating Committee, which it considers from time to time to fill director vacancies or for director nominations. The Corporate Governance and Nominating Committee makes its recommendation regarding nominations to the Board of Directors, and nominees are selected by the Board of Directors.

Board Diversity

The Corporate Governance and Nominating Committee considers diversity as one of a number of factors in identifying nominees for directors; however, Farmers does not have a formal policy in this regard. The Corporate Governance and Nominating Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender. The current composition of our Board of Directors includes one gender diverse director and one director who is an underrepresented minority.

Code of Regulations

Under the Regulations, a shareholder entitled to vote for the election of directors who intends to nominate a director for election must deliver written notice to the Secretary of Farmers no later than 90 days and no earlier than 120 days in advance of such meeting; provided, however, that if less than 90 days’ notice or prior disclosure of the date of the meeting is given or made to shareholders, written notice to the Secretary of the Company must be delivered or mailed not later than the close of business on the seventh day following the date on which notice of such meeting is first given or made to shareholders. The Board of Directors has adopted a policy that annual meetings of shareholders will be held on the third Thursday of April of each year unless and until publicly announced otherwise, consistent with our general past practice and the Regulations. Accordingly, for purposes of the 2026 Annual Meeting intended to be held on April 16, 2026, a nomination of a director for election must be received by Farmers’ Secretary no earlier than December 17, 2025 and not later than January 16, 2026.

Corporate Governance Guidelines

The Corporate Governance Guidelines also formalize certain aspects of Farmers’ shareholder nomination process. Pursuant to the Regulations and/or the Corporate Governance Guidelines, each shareholder notice must include the following information regarding a director candidate:

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the name, age, business address and residence address of the candidate;

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the information required of director nominees under Item 401(a), (d), (e), and (f) of Regulation S-K (relating to the nature and existence of certain business, family, and/or legal relationships between the candidate and Farmers, as well as the candidate’s prior business and directorship experience);

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the number and class of all shares of each class of stock of the Company owned of record and beneficially owned by the candidate, as reported to the nominating shareholder by the candidate;

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the information required of nominees under Item 404(a) of Regulation S-K (relating to the nature and existence of current or potential related party transactions between the candidate and Farmers);

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a description of why the candidate meets the director criteria set forth in the Corporate Governance Guidelines;

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a qualitative description of the specific talents and skills that the candidate would offer in service to the Company;

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any written or oral agreement or understanding with the nominating shareholder or any other person that relates in any way to Farmers or how the candidate would vote or serve as a director;

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a completed copy of the Company’s Questionnaire for New Director Candidates;

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all financial and business relationships of the candidate, or of any organization of which the candidate is an executive officer or principal shareholder or otherwise controls, with Farmers, the nominating shareholder or, to the candidate’s knowledge, any other shareholder of the Company that is acting in concert with the nominating shareholder; and

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the consent of the candidate to serve as a director of Farmers if so elected.

In addition, the shareholder notice must also include the following information regarding the shareholder making the nomination:

the name and address of the shareholder making the nomination;

the number and class of all shares of each class of stock of Farmers owned of record and beneficially owned by the shareholder;

a representation that the shareholder is a holder of record of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person specified in the notice;

a description of any arrangements between the shareholder and the candidate pursuant to which the nominations are to be made;

a description of any relationships, including business relationships, between the shareholder and the candidate;

whether the shareholder is acting in concert with any person with respect to the Common Shares;

whether the shareholder owns, holds or has the power to vote, individually or in concert with any other person, 5% or more of any class of voting stock of any other organization that competes with the Company;

the information required by Item 401(f) of Regulation S-K (relating to the nature and existence of certain legal proceedings involving Farmers and the nominating shareholder) and whether the shareholder has been or is currently subject to any enforcement action or penalty or, to the shareholder’s knowledge, is currently under any investigation that could lead to such an enforcement action or penalty or criminal action;

whether the shareholder is acting on behalf of, or at the request of, any other shareholder; and

if the shareholder is other than an individual (i) the names of the shareholder’s five most senior executive officers (or persons performing similar roles), (ii) the names and addresses of each person that has a 10% or more voting, ownership or economic interest in the shareholder and the respective amounts of such interests, (iii) the names and addresses of each person that would be deemed to control the shareholder and (iv) the name and address of any advisor to the shareholder that has the principal responsibility for its investment or voting decisions.

In the case of any investment fund or similar organization that is a nominating shareholder, these shareholder disclosure obligations shall also apply to the principal advisor to the fund. Also, if the shareholder is other than an individual, these disclosure requirements apply to the shareholder’s principal shareholders, executive officers and other controlling parties.

During the course of any candidate’s consideration, the Corporate Governance and Nominating Committee may request additional information through written director questionnaires and further communications to assess whether the candidate satisfies, in the view of the committee, requirements of the Company’s Corporate Governance Guidelines, Director Code of Ethics, and other policies applicable to members of the Board of Directors and its committees.

If a nominating shareholder or director candidate believes that information supplied in response to any of the above inquiries is confidential, the shareholder or nominee may request confidential treatment for such information. In such event, the information shall be maintained on a confidential basis unless the Corporate Governance and Nominating Committee is advised by counsel that disclosure is appropriate in connection with the solicitation of proxies relating to the director candidate.

In the event that it is subsequently determined that any of the information provided by the candidate or nominating shareholder is materially inaccurate, a director candidate who provided the materially inaccurate information or whose nominating shareholder provided the materially inaccurate information shall be required to resign from the Board of Directors, and, in the event of a refusal to resign, such a determination shall constitute grounds for removal from the Board of Directors, unless it is determined by the Corporate Governance and Nominating Committee that the inaccuracy was inadvertent.

Shareholder Proposals for 2026 Annual Meeting

Proposals by shareholders intended to be presented during the 2026 Annual Meeting must be received by the Secretary of Farmers no later than November 18, 2025, to be eligible for inclusion in Farmers’ proxy, notice of meeting, and proxy statement relating to its 2026 Annual Meeting. Farmers will not be required to include in its proxy, notice of meeting, or proxy statement, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable Commission rules.

If a shareholder intends to submit a proposal during the 2026 Annual Meeting that is not eligible for inclusion in the proxy materials relating to the meeting, and the shareholder fails to give the Company notice in accordance with the requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by January 27, 2026, then the proxy holders will be allowed to use their discretionary authority with respect to such proposal if the proposal is properly raised during the 2026 Annual Meeting. The submission of such a notice does not ensure that a proposal can be raised during the 2026 Annual Meeting.

In each case written notice must be given to Farmers, addressed to its Corporate Secretary, at the following address: 20 South Broad Street, Canfield, Ohio 44406.

Shareholder Communications with Directors

All written communications addressed to an individual director at Farmers’ address or to one of the offices of a subsidiary of the Company, except those clearly of a marketing nature, will be forwarded directly to the director. All written communications addressed to the Board of Directors at Farmers’ address or to one of the offices of a subsidiary of the Company will be presented to the full Board of Directors at a meeting of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Farmers’ directors, officers and persons who own beneficially more than 10% of its Common Shares (“Section 16 Filers”) to file reports of ownership and transactions in the Common Shares with the Commission and to furnish the Company with copies of all such forms filed. Based solely on the review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year by our Section 16 Filers.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

The following sections describe Farmers’ efforts and commitment to promote environmental sustainability, social responsibility and sound corporate governance.

Farmers’ Human Values and Strengths Statement

Farmers Bank is not merely a bank. Farmers Bank is a Community Bank. We embrace a business model reflective of the human values and strengths of the local communities we serve.

As our communities grow in diversity, Farmers is growing its capacity as a corporate citizen among our stakeholders — shareholders, employees, customers, vendors and communities.

Our commitment is reflected in our hiring and loan-making policies, our vendor selection, and our enlightened and substantial charitable giving program.

Promoting diversity is both the morally correct and intelligent thing to do, because our stakeholders stand stronger together when differences are respected, valued and celebrated.

Environmental

Farmers has continued to take steps that reduce our carbon footprint across all aspects of our operations and service delivery channels. In the last decade Farmers has expanded our technology to significantly reduce paper usage/waste by introducing mobile banking, e-signatures, and electronic documents for loan applications, account openings, paperless statements as well as many of our internal communications/documentation. In the last three years Farmers has transitioned 90% of its previously all-paper HR processes (applications, employee records, performance reviews) to digital records eliminating the need for hardcopy employee files. Farmers has also increased its use of digital media and video conferencing to reduce employee travel between locations and the needless printing of notes.

Social Responsibility

Community

Corporate Giving

Farmers, through its subsidiaries, has always been a strong supporter of the communities in which we work and live. In 2024, Farmers donated more than $700,000 in sponsorships and donations to a wide range of non-profits and community organizations throughout its footprint.

Employee Giving

Additionally, our employees gave generously of their time and money working on/at community service projects throughout the year and donating to local charities as well as national organizations such as United Way, which received $55,000 alone in employee pledges for 2024, a 2% increase over 2023.

Employees are also invited to dress casually on selected Fridays by making a donation to a pre-selected organization. In 2024, more than $6,000 was raised for various organizations through the casual day program.

Volunteerism

In addition to financial support, employees are encouraged to engage with local non-profits as volunteers and board members. In 2024, Farmers employees contributed over 4,400 hours in volunteer service hours to community non-profit organizations.

Farmers Charitable Foundation

Farmers’ desire to impact communities in a meaningful way led to the founding of the Farmers Charitable Foundation (the “Foundation”) in 2019. As part of Farmers long-term commitment to community improvement, the mission and purpose of the Foundation is to make grants and other distributions to facilitate, support and increase charitable activities in the following areas: Health and Human Services; Children, Youth and Families; Social Welfare; Education; Scientific Research; Culture, Arts and Humanities; Religion; Civic and Community Affairs; Environment; and other charitable activities.

Associates

Products and processes all have their place in operating a successful business. But it is people that truly drive high performance.

Therefore, Farmers is committed to supporting a high performing, collaborative culture that provides the foundation to attract and retain the best associates in banking. By investing in our team, we actually invest in our financial future. They are intertwined.

In 2024, Farmers celebrated the milestone anniversaries (every five years) of 91 employees that have been with Farmers National Bank between 5 and 45 years. Farmers firmly believes that we have an obligation to lead the way in ensuring a comfortable and supportive culture for all of our employees.

Employee Benefits

As detailed in the Company’s Employee Handbook, Farmers prioritizes respectful relationships among all employees. The Employee Handbook also outlines the following programs and processes: Equal Opportunity Employment Policy; Americans with Disabilities Act; Problem Resolution Guidelines/Open Door Policy; Code of Business Conduct and Ethics; Workplace Harassment; Employee Safety; and, Bank Benefits provided to Employees (discussed in detail below).

We offer a comprehensive benefits package that includes:

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Medical, Dental, Vision, Rx benefits for employees, spouses and dependents

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Three different medical plans including two PPO plans and a High Deductible HSA plan (with employer contributions)

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Flexible spending and health savings accounts for both employees and dependents

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Company Paid life insurance at 3x annual salary + $10,000

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Company Paid short-term and long-term disability insurance

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401(k) Retirement Savings plans (Roth and Traditional options)

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Remote work/flex scheduling opportunities

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Full and part-time employment opportunities

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Employee Stock Purchase Plan allowing for the purchase of Farmers common stock without fees

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Tuition Reimbursement Plan

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Employee Assistance Program providing free coaching/counseling services to employees, spouses and dependents

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Paid Time Off for full and part time associates

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11 paid Federal Holidays

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Employees can have multiple no-fee checking/savings accounts as well as a free safe deposit box

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Employees receive discounted pricing on loan rates

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Voluntary benefits such as voluntary life insurance for associates, spouses and children

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Profit Sharing plan for all non-commission/non-performance bonus associates

Employee Wellness

Additional benefits to Farmers Bank employees include a wellness program (“Rally Wellness Program”) for all employees with incentives for qualified participants in our healthcare plans and an Employee Assistance Program (“EAP”).

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Farmers offers a comprehensive Health and Wellness program, the Rally Wellness Program, for our employees and their covered spouses. This program enables associates to actively engage in improvement of their overall health and wellbeing! If an associate chooses to participate, they can earn financial rewards for taking steps toward a healthier lifestyle.

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Recognizing that our associates may, at times, need support or assistance coping with something in their lives, Farmers offers an EAP. The TotalCare EAP provides 24/7 access to a professional counselor. Also available are self-help resources, performance coaching and lifestyle savings benefits resources.

Farmers is proud to offer associates with continuing education opportunities. These include webinars and courses presented by various associations such as the Ohio Banker’s League, Independent Community Bankers of America, Community Bankers Association of Ohio, and the American Bankers Association, to name a few. Associates are also offered opportunities through full-paid tuition and expense reimbursement to programs such as The Graduate School of Banking, Ohio Bankers League Bank Management School, Pennsylvania Banking School and other world-class programs, conferences and seminars.

Best Place to Work

Farmers is committed to supporting a high performing, collaborative culture that provides the foundation to attract and retain the best associates in banking. Three times in the past six years, most recently in 2022, Farmers was named as one of the Best Employers in Ohio by Crain’s Cleveland Business. To engage employees and provide support and recognition, Farmers has developed several programs, detailed below.

The President’s Club

This award program is designed to recognize top performing associates on a quarterly and annual basis. In addition to recognizing individual and team achievements, the President’s Club program drives overall company performance by focusing on high levels of performance in both sales and services across all lines of business. As a chance to recognize peers, Farmers associates can nominate their co-workers and departments throughout the year for a chance to recognize at the annual awards dinner as the top support individual or support department.

In 2024, two new awards were introduced. The Community Service Award is designed to recognize the Associate with the most volunteer service in the Company. The President’s Choice Award honors an individual whose exceptional contributions have made a lasting impact on the Company.

Win-Win Creed

The “Farmers’ Way” is to know what we do, how we do it and why we do it, why we get up in the morning, why we seek to get better every day, why we believe in winning. Because we are a relationship-driven organization, we view winning differently than other banks. We are in it to create “Win-Wins” for our Bank, customers, communities and colleagues.

At Farmers, we never win alone. We believe that the wisest decisions are made – and financial strength is built – through strong relationships.

Everything we do the Farmers Way ultimately creates wins as we raise the standard of living and the quality of life in our communities.

Our reason why is to PRODUCE WINS every day as we create thriving local families, businesses and organizations in every community that we serve and provide capital.

Clients

Farmers’ clients are the heartbeat of the organization.

The retail sales force is trained to provide “Legendary Service” through a formalized training program that emphasizes the customer experience. We believe that friendly, responsive, and consultative service is the niche that sets Farmers apart from competitors. We achieve this by having thoughtful conversations and utilizing active listening skills to build meaningful, long-lasting client relationships. Pursuant to Farmers commitment to responsible selling, a Retail Playbook was developed to assure ethical and consultative sales practices are followed.

Products

Loan and deposit products have been developed to aid customers that fall within the low-to-moderate income range.

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Within the deposit product suite, we have two Fresh Start checking accounts that serve as a second chance to those that would otherwise not be eligible for a checking account.

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In the last two years, Farmers developed and launched loan programs for affordable housing and emergency assistance.

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Affordable Home Loans

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In 2024, 49 Affordable Home Loans were closed for a total amount of $5,603,110.

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Farmers also participates in the SBA loan program as a preferred lender.

Customer Support Center

Our commitment to our clients is demonstrated by Farmers’ Customer Support Center (“CSC”) staff. In 2024, the CSC received over 145,000 customer calls, assisting clients through merger transitions, debit card transitions, online banking inquiries and other customer concerns. The CSC offers extended hours so customers can still access banking support even when the branches are closed.

Technology and Innovation

At Farmers, we believe in a culture of innovation. This belief is reflected in enhancements that have been made to our digital offerings.

Interactive Teller Machines

The ITM/ATM features the ability to talk with a specialized video teller in real time to do banking transactions or use the machine as a typical ATM. Video tellers can assist customers with deposits, withdrawals, transfers and payments. The video tellers follow the hours of Monday - Friday 8 a.m. to 6 p.m. and Saturday 8 a.m. to 12 p.m.

Farmers has a free-standing ITM/ATM in a prime traffic location in Boardman, Ohio. ITMs can also be utilized at the Canton and Canfield Lab branches and the Canfield Main location.

ITMs allow a client to speak with a teller for assistance with banking transactions without stepping foot in a branch. Because of the extended hours that the video tellers keep, clients also have access to a teller outside of normal banking hours for most branch locations.

Lab Branches

Since 2020, Farmers has constructed and opened two lab branch locations to serve as technology incubators where digital solutions are utilized to replace traditional paper processes. Currently, the two lab branch locations are in Canfield and Canton. These locations house all of the bank’s emerging technology and customer service initiatives. ITMS in the lobby and the drive-thru give customers access to virtual bankers who can assist them with their day-to-day banking needs. Staffed with bankers, customers can also open accounts at these locations. Without a traditional teller line, these offices have a more relaxed atmosphere to enhance the customer experience.

Corporate Governance

The Company is committed to maintaining a culture of strong corporate governance through the dedicated adherence to the rules and regulations as defined by the Federal Reserve, Office of the Comptroller of Currency, the Commission, NASDAQ and all federal, state and local laws. Oversight is maintained by our Board of Directors as well as through internal controls of the Board of Directors of Farmers Bank, along with regular, consistent reviews by external auditors and regulators.

Farmers’ current Board of Directors is comprised of 13 directors, 12 of which are independent. All directors serve as members of at least one of the chartered Board committees (Audit, Compensation, Board Enterprise and Risk Management and Corporate Governance and Nominating). The charters for each committee along with committee assignment(s) and our Code

of Business Conduct and Ethics can be found on our Investor Relations page of our corporate website (https://ir.farmersbankgroup.com/corporate-overview/corporate-profile/default.aspx). Additionally, Farmers Bank maintains a separate board of directors consisting of the Bank’s executive management team. Both the Farmers Board of Directors and the Farmers Bank board meet monthly to plan strategy, execute tactics and review the health and soundness of the Company.

Farmers is committed to doing the right thing for each of our four main constituencies: Shareholders, Clients, Employees and Communities. We will conduct our business in accordance with our Core Values of Integrity, Respect, Diligence, Stewardship, Commitment, Relationships and Performance.

Additional information regarding our corporate governance practices is set forth in the discussion under the “CORPORATE GOVERNANCE” section of this proxy statement.

PROPOSAL ONE — ELECTION OF DIRECTORS

In accordance with the provisions of Farmers’ Regulations, the Board of Directors has fixed the number of directors at 11 for the upcoming Annual Meeting. The Board of Directors is currently divided into three classes, each with three-year terms. This year, the Corporate Governance and Nominating Committee has recommended to the Board of Directors the re-nomination of three Class III directors for election to serve as Class III directors for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2028. If these nominees are elected, there will be four directors serving in Class I, four directors serving in Class II, and three directors serving in Class III.

Set forth below for each of the nominees for election and for each director whose term will continue after the Annual Meeting is a brief statement, including age, principal occupation and business experience during at least the past five years. In addition, the following information provides the Corporate Governance and Nominating Committee’s evaluation regarding the nomination of the director nominees and the key attributes, skills, and qualifications presented by the director nominees and the continuing directors. The following information, as of March 4, 2025, with respect to the age, principal occupation or employment, other affiliations and business experience during at least the last five years of each director and director nominee, has been furnished to Farmers by each director nominee and director. Except where indicated, no corporation is a parent, subsidiary, or other affiliate of Farmers.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The Corporate Governance and Nominating Committee has no reason to believe that any nominee named will be unable to serve if elected.

Required Vote and Board Recommendation

Under Ohio law and our Articles, nominees for election as directors who receive the greatest number of votes cast by holders of Common Shares represented in person or by proxy and entitled to vote on the proposal to elect directors will be elected as directors of the Company. However, the Board of Directors has adopted a “Majority Vote Withheld Policy” in the event that “Withhold Authority” has been indicated by a majority of the votes cast with respect to any director in an uncontested election. A summary of this policy is set forth under the caption “CORPORATE GOVERNANCE — Policies of the Board of Directors” in this proxy statement. Except in the case of broker non-votes and votes “withheld” with respect to the election of one or more of the director nominees, Common Shares represented by properly completed and timely received forms of proxy will be voted “FOR” the election of the Class III director nominees. Proxies may not be voted for more than three Class III director nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE FOLLOWING DIRECTOR NOMINEES.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

(Term Expiring in 2028)


Name	Age	Principal Occupation for at least Past Five Years and Other Information
Carl D. Culp	61	Mr. Culp has served as a director of Farmers since 2023. Mr. Culp is the Chair of the Board Enterprise Risk Management Committee and a member of the Executive Committee. Mr. Culp spent 32 years at Farmers Bank and retired on August 15, 2021 as the Senior Executive Vice President and Chief Financial Officer. Mr. Culp is a certified public accountant (retired). A graduate of Youngstown State University, Mr. Culp is currently a member of the Finance Committee of the United Way of Youngstown and the Mahoning Valley and a member of the Rotary Club of Canfield. He has previously held board positions with the United Way, Shepherd of the Valley Lutheran Retirement Services, and the Youngstown State University Accounting and Finance Advisory Council.

Frank J. Monaco	64	Mr. Monaco has served as a director of Farmers since 2021. He is the Chair of the Compensation Committee and a member of the Board Enterprise Risk Management Committee. Mr. Monaco is a Senior Partner at the 415 Group, Inc., a certified public accounting, business consulting and IT services firm in Canton, Ohio. In this role, Mr. Monaco leads the consulting division of the firm, which includes business and estate planning, business valuations, litigation, and mergers and acquisitions. Mr. Monaco has been with 415 Group since 1993 and previously served as Managing Partner from 2003 to 2019. He holds accreditations of Certified Public Accountant (CPA) and is Certified in Financial Forensics (CFF), along with being Accredited in Business Valuation (ABV) and part of the National Association of Certified Valuation Analysts (CVA). Mr. Monaco also is an active member of his community, serving on or having served on a variety of boards of directors including serving as Vice Chairman of Pro Football Hall of Fame, Canton Regional Chamber of Commerce, Stark Development Board, and Stark County Port Authority. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Monaco has developed through his educational background in business and accounting, as well as his business and leadership experiences as a certified public accountant and managing partner of a firm, allow him to provide accounting, local business, and leadership expertise to the Board of Directors.


Name	Age	Principal Occupation for at least Past Five Years and Other Information
Edward W. Muransky	65	Mr. Muransky has served as a director of Farmers since 2017. He is Chair of the Corporate Governance and Nominating Committee and a member of the Board Enterprise Risk Management and Executive Committees. Since 2023, Mr. Muransky has served as owner and Chief Executive Officer of Ohio Management Services, Inc. and since 1999, he has served as Chairman of the Board of The Muransky Companies, a multifaceted business management company, Chairman and Chief Executive Officer of Southwoods Health, and Chairman and Chief Executive Officer of Chestnut Land Company, the parent company for Auntie Anne’s Soft Pretzel franchises operating throughout the United States. Mr. Muransky serves on boards of directors of a number of charitable and educational organizations in the Youngstown, Ohio and Mahoning Valley, Ohio region, including the Youngstown State University Foundation. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Muransky has developed through his significant business and leadership experiences allow him to provide leadership and business expertise to the Board of Directors.

CLASS I DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2026)


Name	Age	Principal Occupation for at least Past Five Years and Other Information
Gregory C. Bestic	70	Mr. Bestic has served as a director of Farmers since 2011 and is currently Chair of the Audit Committee and a member of the Compensation Committee. Mr. Bestic also served as a director of Farmers Trust Company, a Farmers subsidiary, from March 2016 through April 2023. Mr. Bestic was a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Bestic practiced with Schroedel, Scullin & Bestic, LLC and its predecessor firm from 1980 until his retirement in 2022. Mr. Bestic is a certified public accountant retired, was a certified forensic accountant (Diplomate of the American Board of Forensic Accounting) and a fellow of the American College of Forensic Examiners. He has served on a number of non-profit community and civic boards in the Mahoning Valley, including the Cardinal Joint Fire District, Salem Regional Medical Center and the Advisory Committee of the Accounting and Finance Department of Youngstown State University. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Bestic has developed through his educational background in business and accounting, as well as his business and leadership experiences in the Mahoning Valley, allow him to provide accounting, local business, and corporate governance expertise to the Board of Directors.

Kevin J. Helmick	53	Mr. Helmick has served as a director of Farmers since 2014, as the President and Chief Executive Officer of Farmers since November 2013, and is a member of the Executive Committee. Prior to his appointment as President and Chief Executive Officer, Mr. Helmick served as the Executive Vice President and Secretary of the Company and Executive Vice President – Retail and Wealth Management of Farmers Bank since January 2012. Prior to that, Mr. Helmick served as the Vice President of Wealth Management and Retail Services of Farmers Bank since 2008. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Helmick has developed through his education and experiences in the banking and financial services industries, as well as his significant past leadership positions with Farmers, allow him to provide continued business and leadership insight to the Board of Directors.

Neil J. Kaback	64	Mr. Kaback has served as a director of Farmers since 2021 and is a member of the Audit and Board Enterprise Risk Management Committees. Mr. Kaback served as a Partner, Assurance, at Cohen & Company, in their Youngstown, Ohio office until his retirement in 2022. He has spent more than 40 years assisting clients and companies in the manufacturing, distribution, transportation, automotive and service industries. Mr. Kaback held accreditations of certified public accountant and chartered global management accountant and was a member of the Ohio Society of Certified Public Accountants and American Institute of

CLASS II DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2027)


Name	Age	Principal Occupation for at least Past Five Years and Other Information
David Z. Paull	70	Mr. Paull has served as a director of Farmers since 2011 and is a member of the Board Enterprise Risk, Compensation and Executive Committees. Mr. Paull retired in 2014 from serving as the Vice President, HR Operations and Labor Relations, for RTI International Metals, Inc., where he had previously been responsible for human resource activities for all domestic manufacturing locations in the United States. Mr. Paull has 36 years of experience working in and managing all aspects of the human resources and employee benefits functions, significant experience in corporate strategic and succession planning with both for-profit and nonprofit enterprises, and has served as a member of the board of directors and executive committee of the Youngstown Warren Regional Chamber of Commerce, serves on the board of the Dorothy Day House and serves on the board of Leadership Mahoning Valley. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Paull has developed through his extensive business experience in the Mahoning Valley business market, as well as his knowledge and experience in the field of human resources, allow him to provide compensation-related and local business expertise to the Board of Directors.

Gina A. Richardson	52	Ms. Richardson has served as a director of Farmers since 2023 and is a member of the Audit and Corporate Governance and Nominating Committees. Ms. Richardson has 25 years of business law experience, serving clients in a wide range of industries, with a focus on business and commercial transactions, business succession planning, real estate and employee compensation. Prior to establishing her own firm in Canfield, Ms. Richardson was a shareholder with a regional law firm where she served as an officer and a director. She is active in the community, serving on the board of directors of Salem Regional Medical Center, where she holds leadership positions as its Treasurer and Chair of the Finance and Compliance Committees. She also serves or has served on a variety of boards of directors including Farmers Trust Company, Firestone Surgery Center, LLC, Salem-Republic Rubber Company, the Youngstown Symphony Society, Children’s Rehabilitation Center, Christina’s Garden, the American Red Cross and the Eastern Ohio Area Health Education Center. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Ms. Richardson has developed through her legal education and business leadership experiences allow her to provide regional business and leadership expertise to the Board of Directors.


Name	Age	Principal Occupation for at least Past Five Years and Other Information

Andre Thornton	75	Mr. Thornton has served as a director of Farmers since January 1, 2023 and is a member of the Board Enterprise Risk and Corporate Governance and Nominating Committees. Mr. Thornton has served as the Chief Executive Officer of ASW Global, LLC, a privately-held supply chain management company, since he acquired the company in 2007. Mr. Thornton has 36 years of experience in entrepreneurial ventures and mergers and acquisitions. Mr. Thornton frequently speaks nationally on issues of executive leadership, organization change, and diversity and inclusion. Mr. Thornton played professional baseball for 21 years and was an honored recipient of the Roberto Clemente Award in 1979. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Thornton has from his extensive experiences in owning and managing businesses, corporate transactions, and diversity and inclusion allow him to provide business and corporate governance expertise to the Board of Directors.

Nicholas Varischetti	41	Mr. Varischetti has served as a director of Farmers since 2023 and is a member of the Audit and Corporate Governance and Nominating Committees. Mr. Varischetti is a partner at the Burns White law firm in Pittsburgh, Pennsylvania, assisting businesses from a wide range of industries with their litigation, general business, and advisement needs. Mr. Varischetti formerly served from 2015 to 2022 as a director of Emclaire Financial Corp., which was acquired by Farmers effective January 1, 2023. Mr. Varischetti is also a partner in Varischetti Holdings, LP, a family-owned and operated organization consisting of several different businesses, including real estate investments, powder metal manufacturing, a construction equipment dealership, an oil and gas field services company, and waste industry consulting. Additionally, Mr. Varischetti is a founding partner of Allegheny Strategy Partners, a privately-held advisory firm. Furthermore, Mr. Varischetti is a shareholder and director of Guardian Elder Care Holdings, Inc., a healthcare provider with more than 50 nursing facilities, a rehabilitation services business, a long-term care pharmacy, and a home health company. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Varischetti has from his legal background, business ownership, and involvement with various business and civic organizations allow him to provide business, organizational, and advisory expertise to the Board of Directors.

Farmers extends it deep gratitude to Ralph Macali and Richard Thompson for their dedicated service as Farmers directors. Messrs. Macali and Thompson will be retiring from their service as directors at the expiration of their current Class III terms at the 2025 Annual Meeting of Shareholders. Mr. Macali has served as a director since 2001 and Mr. Thompson has served as a director since 2021.

BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 4, 2025, regarding beneficial ownership of the Common Shares by each director, each director nominee, each of the named executive officers of Farmers appearing in the Summary Compensation Table, all directors, named executive officers, and other executive officers of the Company as a group, and each person known to Farmers to own 5% or more of its Common Shares. In addition, unless otherwise indicated, all persons named below can be reached at Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406.


Name	Total Beneficial Ownership⁽¹⁾			Percent of Outstanding⁽²⁾
Gregory C. Bestic⁽³⁾		102,921			*
Carl D. Culp⁽⁴⁾		68,787			*
Neil J. Kaback⁽⁵⁾		29,518			*
Ralph D. Macali⁽⁶⁾		91,225			*
Frank J. Monaco⁽⁷⁾		24,941			*
Terry A. Moore⁽⁸⁾		82,672			*
Edward W. Muransky⁽⁹⁾		180,203			*
David Z. Paull⁽¹⁰⁾		51,214			*
Gina A. Richardson⁽¹¹⁾		7,562			*
Richard B. Thompson⁽¹²⁾		365,788			*
Andre Thornton⁽¹³⁾		11,790			*
Nicholas D. Varischetti⁽¹⁴⁾		153,751			*
Troy Adair⁽¹⁵⁾		22,285			*
Kevin J. Helmick⁽¹⁶⁾		202,787			*
Myke Matuszak		9,762			*
Timothy F. Shaffer⁽¹⁷⁾		34,933			*
Mark Wenick⁽¹⁸⁾		30,099			*
Total (17 directors and executive officers)		1,470,238			3.9	%

5% Or Greater Shareholders
Black Rock, Inc. 55 E. 52^nd Street New York, NY 10055		3,029,670	⁽¹⁹⁾		8.1	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		2,065,652	⁽²⁰⁾		5.5	%

*	Less than 1%

(1)

The amounts shown represent the total outstanding Common Shares beneficially owned by the individuals and Common Shares to which holders have the right to acquire beneficial ownership within 60 days of March 5, 2025, either upon the exercise of stock options within 60 days (although no such stock options were outstanding on that date) or upon vesting of restricted shares. Unless otherwise indicated, each individual has sole voting and dispositive power with respect to the Common Shares indicated.

(2)

For all directors and executive officers, the percentage of class is based upon the sum of: (i) 37,614,636 Common Shares issued and outstanding on March 4, 2025; and (ii) the number of Common Shares, if any, as to which the named individual or group has the right to acquire beneficial ownership within 60 days of March 4, 2025 upon the exercise of stock options (although no such stock options were outstanding on that date) or upon vesting of restricted shares.

(3)

Mr. Bestic owns his Common Shares jointly with his spouse and he shares voting and dispositive power with respect thereto. Amount includes 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(4)

Mr. Culp owns his Common Shares jointly with his spouse and he shares voting and dispositive power with respect thereto. Amount includes 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(5)	Amount includes 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(6)

Amount includes (i) 47,499 Common Shares held in Mr. Macali’s IRAs, (ii) 41,186 Common Shares held by a partnership over which Mr. Macali has sole voting and dispositive power, (iii) 1,057 Common Shares owned by Mr. Macali’s spouse over which his spouse has voting and dispositive power, and (iv) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders. Amount does not include 23,735 Common Shares held by a trust over which Mr. Macali has voting and dispositive power but disclaims beneficial ownership due to the lack of any direct or indirect pecuniary interest.

(7)

Amount includes (i) 17,000 Common Shares Mr. Monaco owns jointly with his spouse and he shares voting and dispositive power with respect thereto, and (ii) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(8)

Amount includes (i) 10,100 Common Shares Mr. Moore owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 6,700 Common Shares held in Mr. Moore’s IRA, (iii) 9,862 Common Shares owned by Mr. Moore’s spouse, over which Mr. Moore’s spouse has voting and dispositive power, and (iv) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(9)

Amount includes (i) 9,900 Common Shares held in Mr. Muransky’s IRA, (ii) 37,206 Common Shares held in the Edward W. Muransky Trust, (iii) 2,900 Common Shares held in Mr. Muransky’s spouse’s IRA, and (iv) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(10)

Amount includes (i) 31,585 Common Shares jointly owned with Mr. Paull’s spouse, over which Mr. Paull shares voting and dispositive power, (ii) 4,845 Common Shares held in Mr. Paull’s IRA, and (iii) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(11)

Amount includes (i) 3,401 Common Shares held in Ms. Richardson’s name, (ii) 2,777 Common Shares held in Ms. Richardson’s IRA, and (iii) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(12)	Amount includes (i) 362,801 Common Shares held in the Richard B. Thompson Trust, and (ii) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(13)	Amount includes 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(14)	Amount includes (i) 152,367 held in the 2011 Irrevocable Trust for the benefit of Nicholas D. Varischetti, and (ii) 1,384 shares of restricted stock awarded on April 18, 2024 with respect to the director’s service which are subject to vesting on the date of the 2025 Annual Meeting of Shareholders.

(15)	Amount includes 1,000 Common Shares included in Mr. Adair’s IRA.

(16)

Amount includes (i) 101,419 Common Shares Mr. Helmick owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 4,443 Common Shares held in Mr. Helmick’s IRA, (iii) 2,440 Common Shares held in Mr. Helmick’s spouse’s IRAs, (iv) 36,375 Common Shares owned by Mr. Helmick’s children over which Mr. Helmick has voting and dispositive power, and (v) 15,404 Common Shares held by Mr. Helmick in the Company’s 401(k) Plan.

(17)	Amount includes 25,096 Common Shares Mr. Shaffer owns jointly with his spouse with respect to which he shares voting and dispositive power.

(18)	Amount includes (i) 2,710 Common Shares held in Mr. Wenick’s IRA, and (ii) 13,608 Common Shares Mr. Wenick owns jointly with his spouse with respect to which he shares voting and dispositive power.

(19)

According to a Schedule 13G/A filed January 25, 2024, Blackrock, Inc. possessed sole power to vote with respect to 2,955,406 of these Common Shares, sole power to direct the disposition with respect to 3,029,670 Common Shares, and shared power to vote or shared power to direct the disposition with respect to no Common Shares.

(20)

According to a Schedule 13G filed February 13, 2024, The Vanguard Group possessed sole power to vote no Common Shares, sole power to direct the disposition with respect to 2,010,902 Common Shares, shared power to vote 24,734 Common Shares, and shared power to direct the disposition with respect to 54,750 Common Shares.

PROPOSAL TWO — ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

In accordance with Exchange Act Rule 14a-21(a), Farmers is providing our shareholders with the opportunity to cast an advisory vote to approve, on an advisory (nonbinding) basis, the following resolution to approve the compensation of the Company’s named executive officers (“NEOs”) as reported in this proxy statement (“Say on Pay” proposal):

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Farmers’ named executive officers as disclosed in Farmers’ proxy statement for its 2025 Annual Meeting of Shareholders pursuant to the executive compensation disclosure rules of the SEC, including the ‘Compensation Discussion and Analysis,’ ‘Executive Compensation and Other Information,’ compensation tables, and related notes and narrative discussion.”

As described further in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee and Board of Directors believes that Farmers’ compensation policies and procedures are well-aligned with Farmers’ short-term goals and long-term success. The Board of Directors believes that its pay-for-performance philosophy and objectively-driven incentive-based compensation opportunities are designed to both be competitive with opportunities offered by similarly situated financial institutions and to attract, retain and motivate the key executives directly responsible for our continued success. At our 2024 Annual Meeting of Shareholders, over 84% of the Common Shares represented by shareholders present in person or represented by proxy were voted in favor of the proposal to approve on an advisory basis the compensation of our named executive officers. The Compensation Committee evaluated the results of this supportive advisory vote, the analyses by institutional shareholder governance bodies of the compensation of Farmers’ NEOs, and the other factors and data discussed in the Compensation and Discussion Analysis, in determining Farmers’ executive compensation policies, making executive compensation decisions, and continuing implementation of our compensation philosophy and objectives.

Please read the “Compensation Discussion and Analysis” and “Executive Compensation and Other Information” sections of this proxy statement, including the tables, notes and narratives, for additional details about our executive compensation philosophy and programs, including information about the calendar year 2024 compensation of our NEOs.

Required Vote and Board Recommendation

The affirmative vote of the holders of a majority of the Common Shares represented in person or by proxy and entitled to vote at the 2025 Annual Meeting is required to approve the advisory resolution on the compensation of our NEOs. Abstentions will be counted as present and entitled to vote for purposes of this proposal and therefore will have the same effect as a vote against the proposal. Because this vote is advisory, it will not be binding on Farmers, the Board of Directors, or the Compensation Committee; however, the Board of Directors and the Compensation Committee will review the voting results and consider the outcome of those results when evaluating future compensation arrangements for our NEOs.

THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NEOs

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following Compensation Discussion and Analysis provides information regarding Farmers’ executive compensation programs and includes the following segments: (i) Executive Summary, (ii) Compensation Committee Philosophy on Executive compensation, (iii) 2024 Named Executive Officers Compensation, and (iv) Other Elements of our Executive Compensation Programs. For 2024, our named executive officers were:


Name		Title

Kevin J. Helmick		President and Chief Executive Officer

Troy Adair		Senior Executive Vice President, Chief Financial Officer and Secretary

Myke Matuszak		Senior Executive Vice President, Chief Operating Officer

Timothy F. Shaffer		Senior Executive Vice President, Chief Credit Officer

Mark Wenick		Senior Executive Vice President, Chief Wealth Management Officer

Executive Summary

Farmers continued to deliver strong financial performance in 2024, in terms of both past performance and relative to the performance of our peer financial institutions, and we believe that the 2024 compensation of our executive team continued to reflect their successful efforts in strong alignment with the Company’s financial performance.

2024 Financial Performance Summary

◾

Adjusted net income for 2024 totaled $48.2 million, or $1.28 per diluted share, compared to $61.8 million, or $1.65 per diluted share, for 2023. This financial metric was one of the three objective elements of our 2024 annual cash incentive plan (the “Annual Incentive Plan”). The threshold performance level for this metric was $1.15 and target performance level for this metric was $1.28, so our performance resulted in payouts to our named executive officers at the target level (100%) on this financial performance metric.

◾

Adjusted pre-tax, pre-provision net income was $68.6 million in 2024. This financial metric was the second objective performance element of our Annual Incentive Plan. The threshold performance level for this metric was $59 million, and the target was $66.6 million, so our performance resulted in payouts to our named executive officers above target (116%) on this financial metric.

◾

Adjusted annualized return on average assets was .95% in 2024 compared to 1.23% for 2023. This financial metric was the third objective element of our Annual Incentive Plan. The threshold performance level for this metric was .85% and the target was .95%, so our performance on this metric resulted in payouts to our named executive officers at the target level (100%) on this financial metric.

◾

Farmers is proud to have continued to deliver solid financial performance despite the continued impacts of the higher interest rate environment, particularly through the first three calendar quarters of 2024, and other macroeconomic challenges facing

Principal Occupation for at least Past Five Years and Other Information

Certified Public Accountants through 2022. Mr. Kaback currently serves or has served on a variety of boards of directors including the Youngstown Warren Regional Chamber, United Way of Youngstown and the Mahoning Valley, Trumbull Memorial Health Foundation and GOJO Industries. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Kaback has developed through his educational background in business and accounting, as well as his business and leadership experiences as a certified public accountant in the Mahoning Valley, allow him to provide accounting and local business expertise to the Board of Directors.

Terry A. Moore

Mr. Moore has served as a director of Farmers since 2014 and is Chair of the Board of Directors and Executive Committee. He is a member of the Compensation and Corporate Governance and Nominating Committees. Mr. Moore is employed by Krugliak, Wilkins, Griffiths & Dougherty, a law firm located in Canton, Ohio. Mr. Moore served as Managing Shareholder of the law firm for 18 years until 2018 and as a member of the firm’s Management Committee for 24 years. He serves on the Board of Trustees for the Cleveland Clinic Mercy Hospital Foundation Board and served as its initial Chair. He serves on the Advisory Board for the Cleveland Clinic Mercy Hospital and as a Trustee of the Hoover Foundation, a non-profit foundation in Canton. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Moore developed through his educational background in law, as well as his business, litigation and leadership experiences with his law firm allow him to provide leadership, local business, and corporate governance expertise to the Board of Directors.

SEC Form DEF 14A filed by Farmers National Banc Corp.