FARMERS NATIONAL BANC CORP / OH /: Other Events, Financial Statements and Exposures (Form 8-K)

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Article 8.01 Other events.

At September 27, 2021, Farmers National Banc Corp. (the “Company”), first sent to the shareholders of Cortland Bancorp. (“Cortland”) a cover letter, two election forms and cover letters and two election form instructions and cover letter (collectively, the “exchange agent documents”) in connection with the proposed merger of Cortland with and in FMNB Merger Subsidiary IV, LLC, a wholly owned subsidiary of the Company (“Sub-Merger”), in accordance with the Agreement and the Merger Plan, dated June 22, 2021, by and between the Company, Merger Sub and Cortland (the “Merger”). Copies of the Exchange Agent Document forms are attached to this current report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 and are incorporated herein by reference.

Important additional information about the merger.

In connection with the proposed Merger, the Company has filed with the
Security and Trade Commission (the “SEC”) a registration statement on Form S-4 which includes a proxy from Cortland and a prospectus from the company, as well as other relevant documents relating to the proposed transaction. The proxy circular / joint prospectus included in the registration statement on Form S-4 should not be read in isolation, but should be read in conjunction with the other information regarding the Company, Cortland and the proposed merger which is contained or incorporated by reference in the registration statement on Form S-4.

CORTLAND SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO READ CAREFULLY THE JOINT PROXY / PROSPECTUS INCLUDED IN THE EFFECTIVE STATEMENT OF REGISTRATION ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS THE COMPANY HAS FILED WITH OR MAY SUBMIT. RELATIONSHIP WITH THE PRO, OR WHICH ARE INCORPORATED BY REFERENCE IN THE JOINT PROXY / PROSPECTUS STATEMENT, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, CORTLAND AND THE PROPOSED MERGER.

Investors and security holders may obtain free copies of the registration statement on Form S-4 and other documents filed with the SECOND by the Company through the website maintained by the SECOND at http://www.sec.gov. Copies of documents filed with the SECOND by the Company will be available free of charge on the Company’s website at https://www.farmersbankgroup.com or may be obtained from the Company upon written request to Farmers National Banc Corp., 20 Broad Street South, Canfield, Ohio 44406, Attention: Investor Relations.

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities and there will be no sale of securities in any jurisdiction in which the offering, solicitation or sale is illegal before the ‘registration or qualification of titles under the titles laws of the jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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Participants in the call for tenders

The respective directors and officers of the Company and Cortland and others may be considered participants in the solicitation of proxies from the shareholders of Cortland in relation to the Proposed Merger. Information concerning the directors and officers of the Company is available in its proxy circular filed with the SECOND to March 12, 2021 in connection with its 2021 Annual Meeting of Shareholders. Information regarding the directors and officers of Cortland is available on its website at www.cortlandbank.com. Further information regarding the participants in the Solicitation and a description of their direct and indirect interests, by title or otherwise, is contained in the Proxy Circular / Joint Prospectus included in the registration statement on Form S- 4 and will be contained in other relevant documents. documents to be filed with the SECOND when they become available.

Item 9.01 Financial statements and supporting documents.


(d)  Exhibits.



Exhibit
Number       Description

99.1           Cover Letter

99.2           Election Form and Letter of Transmittal - Common Shares

99.3           Election Form and Letter of Transmittal - 401(k) Plan Participants


99.4           Instructions to Election Form and Letter of Transmittal - Common
             Shares

99.5           Instructions to Election Form and Letter of Transmittal - 401(k)
             Plan Participants

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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