ISS Backs Middlefield-Farmers Merger, Paving Way for Ohio Banking Giant

MIDDLEFIELD, Ohio – January 30, 2026 – The proposed merger between Middlefield Banc Corp. (NASDAQ: MBCN) and Farmers National Banc Corp. (NASDAQ: FMNB) received a major vote of confidence today as Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, recommended that Middlefield shareholders vote “FOR” the transaction. This endorsement provides significant momentum for the deal, which aims to create one of Ohio's largest community banking franchises.

The recommendation comes just ahead of a crucial Special Meeting of Shareholders scheduled for February 10, 2026, where investors will decide the fate of the merger. With a voting deadline of 11:59 p.m. ET on February 9, 2026, the backing from ISS is considered a critical development, as its analyses heavily influence the voting decisions of major institutional investors, mutual funds, and fiduciaries that hold substantial stakes in public companies.

Middlefield’s Board of Directors has been actively encouraging shareholders to approve the merger, highlighting the strategic benefits and potential for significant value creation. The ISS recommendation independently validates the board’s position and strengthens the case for combining the two Ohio-based banking institutions.

A Merger of Scale and Strategy

The proposed transaction represents a significant consolidation move within the regional banking sector. Under the terms of the agreement, each share of Middlefield common stock will be exchanged for 2.6 shares of Farmers common stock. Based on Farmers' stock price from late 2025, the all-stock deal is valued at approximately $299 million.

Upon completion, the combined entity is projected to hold over $7 billion in total assets, manage approximately $4.7 billion in wealth management assets, and operate an extensive network of 83 branches across Ohio and Western Pennsylvania. This scale positions the new, larger Farmers National Bank to compete more effectively against both smaller local banks and larger national competitors.

The strategic rationale behind the merger is rooted in geographic and operational synergy. Farmers, headquartered in Canfield, has a strong presence in Northeast Ohio and Western Pennsylvania with 62 locations. The acquisition of Middlefield, with its 21 banking centers and $1.98 billion in assets, provides Farmers with a significant entry into the fast-growing Columbus metropolitan area and strengthens its footprint across Central and Western Ohio.

This merger marks the seventh bank acquisition for Farmers in the last decade, underscoring a well-established strategy of growth through strategic M&A. The company has a proven track record of successfully integrating acquired banks, a factor that likely contributed to the positive ISS recommendation. For Farmers, the deal is expected to result in a tangible book value dilution of approximately 4.4%, a cost management anticipates earning back in under three years through projected synergies and growth.

The Power of Proxy Advice

The recommendation from ISS cannot be overstated in its importance. Proxy advisory firms like ISS act as influential third-party analysts, providing institutional investors with detailed research and voting recommendations on corporate matters ranging from executive compensation to mergers and acquisitions. For many large funds that lack the internal resources to analyze every proposal for every company in their portfolio, these recommendations become a critical part of their corporate governance and voting process.

An endorsement from ISS signals that, in its independent view, the merger's terms are fair and its strategic logic is sound. It suggests that the long-term value for Middlefield shareholders in the combined entity outweighs the value of remaining a standalone company. This positive signal is often enough to secure the necessary votes for a deal's approval, especially when combined with the unanimous approval already granted by the boards of directors of both Middlefield and Farmers.

With the proxy deadline looming, Middlefield is urging any remaining shareholders who have not yet voted to cast their ballots “FOR” the merger. The company has directed investors to the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (SEC) for detailed information about the transaction and voting instructions.

Reshaping Ohio's Banking Landscape

This merger is emblematic of a broader consolidation trend sweeping the U.S. regional banking industry. Facing intense competition, rising regulatory costs, and the need for significant technology investments, many mid-sized banks are joining forces to achieve the scale necessary to thrive. The combination of Farmers and Middlefield will create what executives have termed a “formidable community banking franchise” in the state.

The new entity will be better equipped to offer a wider array of financial products, including more sophisticated wealth management services and advanced digital banking platforms, to a much larger customer base. While gaining the advantages of scale, leadership from both banks has emphasized a commitment to retaining the personalized, community-focused service model that has been a hallmark of both institutions. Local decision-making and relationship-based banking are expected to remain core tenets of the combined bank's operating philosophy.

The geographic expansion is particularly notable. By integrating Middlefield’s network, Farmers gains immediate and substantial access to the Columbus region, Ohio's largest and fastest-growing market, a strategic priority for the Canfield-based bank. This move diversifies its market exposure and positions it for future growth in dynamic economic areas.

The Path Forward for Customers and Stakeholders

Assuming shareholders from both banks approve the merger and regulatory hurdles are cleared, the transaction is expected to close by the end of the first quarter of 2026. Following the legal closing, the operational integration will begin. Middlefield Bank branches will eventually become branches of The Farmers National Bank of Canfield, with the full systems conversion and operational merger currently targeted for August 2026.

For customers of The Middlefield Banking Company, this transition will mean access to Farmers' broader product suite and digital tools. To ensure leadership continuity and represent the interests of the acquired entity, Farmers has announced its intention to appoint two directors from Middlefield’s current board to its own Board of Directors upon the closing of the transaction.

The final steps include securing customary regulatory approvals, a process that is already underway. The SEC declared the joint S-4 registration statement effective in December 2025, allowing the banks to formally solicit shareholder votes. With strong board support and a favorable recommendation from ISS, the path to creating a new regional banking powerhouse in Ohio appears clearer than ever.