Company Description
Middlefield Banc Corp. (NASDAQ: MBCN) is a bank holding company in the commercial banking industry, operating in the finance and insurance sector. According to its SEC filings, Middlefield Banc Corp. is the parent of The Middlefield Banking Company, which provides community banking services through a network of full-service banking centers and a loan production office in Ohio.
The company is headquartered in Middlefield, Ohio. As disclosed in recent SEC reports and press releases, Middlefield Banc Corp. has total assets of approximately $1.92–$1.98 billion in 2025 and is listed on the NASDAQ Capital Market under the symbol MBCN. Its banking subsidiary operates 21 full-service banking centers and one loan production office serving communities in Northeast, Central, and Western Ohio, including locations such as Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, Westerville, and Mentor.
Based on company disclosures and prior descriptions, Middlefield Banc Corp., through The Middlefield Banking Company, offers customers a range of traditional banking services. These include checking accounts, savings accounts, negotiable order of withdrawal (NOW) accounts, money market accounts, and time deposits. On the lending side, it provides commercial loans, real estate loans, and various consumer loans. The bank also offers safe deposit facilities and travelers' checks, and supports customers with online banking and bill payment services for individuals and online cash management services for business customers.
Company press releases and financial results highlight a focus on community banking across Ohio markets, with particular emphasis on commercial and industrial lending, commercial real estate lending, and relationship-based banking. Management commentary in 2025 earnings releases describes a community banking model centered on serving customers across Northeast, Central, and Western Ohio, growing commercial relationships, and expanding in markets such as Central Ohio, including Westerville and the broader Columbus region.
Middlefield Banc Corp. reports that its business is supported by a diversified loan portfolio that includes commercial and industrial loans, owner-occupied and non-owner-occupied commercial real estate, home equity lines of credit, and residential real estate loans. The company also discloses that it operates an LPL Financial brokerage office, which provides additional financial services alongside its traditional banking operations.
Strategic developments and merger agreement
On October 22, 2025, Middlefield Banc Corp. and Farmers National Banc Corp. jointly announced that they had signed a definitive Agreement and Plan of Merger. Under this all-stock transaction, Middlefield Banc Corp. will merge with and into Farmers National Banc Corp., with Farmers as the surviving entity, as described in Middlefield’s Form 8-K filed on October 27, 2025 and the joint press release furnished on October 22, 2025. Promptly following consummation of the holding company merger, The Middlefield Banking Company is expected to merge with and into The Farmers National Bank of Canfield, with Farmers National Bank as the surviving bank.
According to the merger agreement summary in the Form 8-K, each outstanding share of Middlefield common stock (subject to specified exceptions) is expected to be converted into the right to receive 2.60 shares of Farmers common stock, with cash paid in lieu of fractional shares. Completion of the merger is subject to shareholder approvals, regulatory approvals, effectiveness of a registration statement on Form S-4, and other customary closing conditions. The companies have stated in SEC filings and news releases that the transaction is expected to close in the first quarter of 2026, although closing remains contingent on the satisfaction of these conditions.
In related disclosures, Middlefield and Farmers describe the strategic rationale for the merger, including creating a larger community banking franchise with over $7 billion in total assets on a pro forma basis, expanding branch coverage to 83 locations across Northeast and Central Ohio and Western Pennsylvania, and enhancing the combined institution’s ability to pursue commercial lending relationships. These details appear in the joint press release and in commentary from Farmers’ and Middlefield’s executives.
Operations, footprint, and services
Middlefield Banc Corp. emphasizes in its earnings releases that it operates a community banking model, with branches and commercial banking teams serving multiple Ohio markets. The company has highlighted continued investment in commercial bankers in Northeast and Central Ohio, expansion of commercial banking capabilities, and relocation and enhancement of certain branch locations, such as the Westerville office, to support growth in Central Ohio.
The company’s disclosures describe initiatives to grow core deposits, expand treasury management relationships, and support commercial and industrial loan growth. Management commentary notes that commercial and industrial loans have been a significant contributor to loan growth, and that the bank’s funding mix and liquidity are managed to support loan and operational growth. The bank’s commercial relationship managers are described as focusing on providing strategic advice to business clients, including helping them improve cash flow, finance key assets, and manage risk.
Middlefield Banc Corp.’s reported loan portfolio includes a substantial commercial real estate (CRE) component, with detailed breakdowns of owner-occupied and non-owner-occupied CRE across sectors such as real estate and rental and leasing, accommodation and food services, health care and social assistance, manufacturing, educational services, and other service industries. These breakdowns, disclosed in the company’s financial results, illustrate the bank’s exposure across various commercial property types and business sectors.
Capital, dividends, and shareholder returns
Middlefield Banc Corp. provides regular updates on its capital position, equity-to-assets ratio, and tangible equity measures in its financial results. The company’s Form 8-K filings dated August 11, 2025 and November 17, 2025 report that the Board of Directors approved quarterly cash dividends of $0.21 per common share, with specified record and payment dates. These filings also reiterate that Middlefield Banc Corp. is a bank holding company with total assets in the range disclosed for mid-2025 and late 2025, and that its common shares trade on the NASDAQ Capital Market under the symbol MBCN.
In addition, a Form 8-K filed on December 12, 2025 describes actions by the Compensation Committee of the Board of Directors related to executive bonuses and accelerated vesting of certain restricted stock awards and performance share units. These actions are detailed in the filing and supported by accompanying exhibit forms for amendments to award agreements.
Risk management and asset quality
Middlefield Banc Corp.’s financial results releases include information on asset quality, including nonperforming loans, allowance for credit losses, and nonperforming assets to total assets. The company discusses provisions for credit losses, net charge-offs or recoveries, and trends in nonperforming assets. Management commentary in 2025 emphasizes maintaining strong credit quality within the portfolio, monitoring specific commercial real estate and commercial and industrial relationships, and working with borrowers toward resolution where needed.
The company’s disclosures also reference forward-looking statements and risk factors, directing investors to its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other SEC filings for more detailed discussions of risks, including competitive pressures, interest rate changes, economic conditions, legislative or regulatory changes, technology issues, and securities market volatility.
Position within the commercial banking sector
Within the commercial banking industry, Middlefield Banc Corp. presents itself, through its public filings and press releases, as a community-focused bank holding company serving multiple Ohio markets with a mix of commercial, retail, and wealth-related services. Its operations include traditional deposit products, commercial and consumer lending, online banking services, and a brokerage office, aligning with the profile of a regional community bank holding company. The pending merger with Farmers National Banc Corp., as described in SEC filings and joint communications, is expected to transition Middlefield from a standalone public company into part of a larger banking organization, subject to completion of the transaction.
Frequently asked questions about Middlefield Banc Corp. (MBCN)
- What does Middlefield Banc Corp. do?
Middlefield Banc Corp. is a bank holding company whose primary business is conducted through its subsidiary, The Middlefield Banking Company. According to company filings and descriptions, it offers deposit accounts, commercial and consumer loans, real estate loans, safe deposit facilities, travelers' checks, online banking and bill payment services for individuals, and online cash management services for business customers. - Where is Middlefield Banc Corp. headquartered?
SEC filings state that Middlefield Banc Corp. is headquartered in Middlefield, Ohio, and that its principal executive offices are located there. - What markets does Middlefield Banc Corp. serve?
Company press releases and SEC filings report that The Middlefield Banking Company operates 21 full-service banking centers and a loan production office serving communities in Northeast, Central, and Western Ohio, including towns and cities such as Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, Westerville, and Mentor. - On which exchange does Middlefield Banc Corp. trade and what is its ticker symbol?
Middlefield Banc Corp. states in its Form 8-K filings that its common shares are traded on the NASDAQ Capital Market under the symbol MBCN. - What types of loans does The Middlefield Banking Company offer?
According to company descriptions and financial results, The Middlefield Banking Company offers commercial loans, real estate loans, and a variety of consumer loans. The loan portfolio includes commercial and industrial loans, owner-occupied and non-owner-occupied commercial real estate, home equity lines of credit, and residential real estate loans, as reflected in the company’s loan and CRE portfolio disclosures. - Does Middlefield Banc Corp. pay dividends?
Yes. Form 8-K filings dated May 12, 2025, August 11, 2025, and November 17, 2025 report that the Board of Directors approved quarterly cash dividends of $0.21 per common share for the second, third, and fourth quarters of 2025, with specified record and payment dates. - What digital banking services does Middlefield Banc Corp. provide?
According to its company description, Middlefield Banc Corp., through The Middlefield Banking Company, provides online banking and bill payment services to individuals and online cash management services to business customers. - What is the status of the merger between Middlefield Banc Corp. and Farmers National Banc Corp.?
A Form 8-K filed on October 27, 2025 and related press releases state that Middlefield Banc Corp. and Farmers National Banc Corp. entered into an Agreement and Plan of Merger on October 22, 2025, under which Middlefield will merge with and into Farmers in an all-stock transaction. The filings indicate that the merger is subject to shareholder and regulatory approvals and other customary conditions, and is expected to close in the first quarter of 2026, but they do not state that the merger has been completed. - How large is Middlefield Banc Corp. in terms of assets?
Middlefield Banc Corp.’s Form 8-K filings and earnings press releases report total assets of approximately $1.92 billion at June 30, 2025 and approximately $1.98 billion at September 30, 2025. These figures are historical and reflect the company’s reported size at those dates. - What is known about Middlefield Banc Corp.’s asset quality?
In its 2025 financial results, Middlefield Banc Corp. provides information on provisions for credit losses, net recoveries or charge-offs, nonperforming loans, and the allowance for credit losses. Management commentary notes that nonperforming assets to total assets improved between late 2024 and mid-2025 and that the allowance for credit losses has remained relatively stable as a percentage of total loans while total loans increased, reflecting the company’s assessment of credit quality and risk management.