Middlefield Banc Corp SEC Filings

Middlefield Banc Corp. entered into a definitive Agreement and Plan of Merger to combine with Farmers National Banc Corp., with Farmers surviving. Each outstanding Middlefield common share will be converted into 2.60 Farmers common shares; cash will be paid in lieu of fractional shares. A bank merger is expected promptly after closing, with The Middlefield Banking Company merging into The Farmers National Bank of Canfield.

Closing is expected in the first quarter of 2026, subject to shareholder approvals of both companies, effectiveness of a Form S-4, Nasdaq listing approval for the new shares, required regulatory approvals, and a tax reorganization opinion. Middlefield RSUs will fully vest (performance awards at maximum) and convert based on the 2.60 exchange ratio, net of tax withholding. Two Middlefield directors will join Farmers’ board, one to a Class II seat through the 2027 meeting and one to a Class III seat through the 2028 meeting. The merger agreement includes termination rights and a $12,000,000 termination fee under specified scenarios, plus a price-protection walkaway tied to Farmers’ stock and the Nasdaq Bank Index unless Farmers adjusts the exchange ratio.

Middlefield Banc Corp. (MBCN) announced a definitive agreement to merge with Farmers National Banc Corp., subject to regulatory and shareholder approvals. The combination aims to streamline operations and broaden products and digital capabilities while maintaining local decision‑making.

Closing is expected in the first quarter of 2026, with system conversion anticipated in the third quarter of 2026. The combined organization is expected to have approximately $7.5 billion in assets, close to 900 employees, and about 83 branch locations. After legal close, three overlapping Middlefield branches in Cortland, Mantua, and Beachwood may close between August 1 and December 31, 2026, subject to regulatory approval; non‑manager retail staff will be retained and reassigned.

Farmers will file an S‑4 to register the shares to be issued to Middlefield shareholders, and a joint proxy statement/prospectus will be provided. Investors are urged to read these materials when available.

Middlefield Banc Corp. (MBCN) announced a definitive agreement to merge with Farmers National Banc Corp. The transaction is subject to customary closing conditions, including regulatory and shareholder approvals. Farmers plans to file a Form S-4 to register the shares of its common stock that will be issued to Middlefield shareholders, and the S-4 will include a joint proxy statement/prospectus.

The companies expect the merger to close in the first quarter of 2026, with system conversion anticipated in the third quarter. Until closing, both organizations will operate separately with no immediate changes to employees’ day-to-day responsibilities or customer processes.

The filing directs investors to read the S-4 and joint proxy statement/prospectus when available on the SEC’s website and the companies’ investor relations pages for important information about the transaction.

Middlefield Banc Corp. (MBCN) announced a proposed merger with Farmers National Banc Corp. The companies signed a definitive agreement to combine, subject to regulatory and shareholder approvals. Closing is expected in the first quarter of 2026, with system conversion anticipated in the third quarter of 2026.

Farmers, founded in 1887 and headquartered in Canfield, Ohio, reports approximately $5.2 billion in banking assets and 62 banking locations across Ohio and Pennsylvania. The combined organization is expected to have about $7.5 billion in assets, roughly 900 employees, and approximately 83 branches, based on currently available information.

Integration planning begins now, while both banks continue to operate independently until closing. Existing Middlefield benefit plans remain in place until closing, with year‑end bonuses and merit increases planned under current programs. Employees whose roles are impacted may be eligible for severance and can apply for open roles at Farmers; meetings to review benefits are expected by November 28, 2025. Farmers will file a Form S‑4, and a joint proxy statement/prospectus will be provided to shareholders.

Middlefield Banc Corp. (MBCN) announced it entered into an Agreement and Plan of Merger with Farmers National Banc Corp., under which Middlefield will merge into Farmers. The disclosure was made on October 22, 2025 and includes a joint press release and investor presentation furnished as Exhibits 99.1 and 99.2.

Farmers expects to file a Form S-4 to register the Farmers common stock to be issued to Middlefield shareholders, with a joint proxy statement/prospectus to seek shareholder approvals. The transaction remains subject to regulatory and shareholder approvals and other customary closing conditions.

Middlefield Banc Corp. (MBCN) announced it entered into an Agreement and Plan of Merger with Farmers National Banc Corp. The transaction provides for the merger of Middlefield into Farmers, combining the two Ohio-based bank holding companies.

The companies disclosed that Farmers expects to file a Form S-4 to register the Farmers common stock that will be issued to Middlefield shareholders, and a joint proxy statement/prospectus will seek approvals from both shareholder bases. The merger remains subject to customary conditions, including regulatory and shareholder approvals. A joint press release and an investor presentation outlining the deal were furnished as Exhibits 99.1 and 99.2.

Middlefield Banc Corp. (MBCN) furnished an 8-K under Item 2.02 announcing it issued a press release with financial results for the nine-month period ended September 30, 2025.

The press release is attached as Exhibit 99.1 and is incorporated by reference. This report is furnished, not filed, and includes customary forward-looking statements language.

Middlefield Banc Corp. reported quarterly net income of $6.157 million, up from $4.164 million a year earlier, producing diluted earnings per share of $0.76 versus $0.52. Net interest income increased to $17.437 million for the quarter and to $33.535 million year-to-date. For the six months the company earned $10.987 million with EPS of $1.36. Total loans grew to $1.582 billion and total deposits rose to $1.594 billion, expanding total assets to $1.924 billion.

Investment securities had aggregate unrealized losses of $29.134 million, producing accumulated other comprehensive loss of $(22.937) million at June 30, 2025. The allowance for credit losses on loans was $22.335 million, essentially unchanged from year-end. Noninterest expense increased to $13.651 million for the quarter. The company disclosed a class-action settlement tied to an April 2023 cyber-attack that was covered by its cyber insurance and paid May 15, 2025. Management is evaluating recent federal tax legislation and does not expect a significant impact.

On August 11, 2025 the Board of Directors of Middlefield Banc Corp. approved a quarterly cash dividend of $0.21 per common share, unchanged from the prior quarter. The cash dividend is payable on September 12, 2025 to shareholders of record on August 29, 2025. A press release announcing the declaration is furnished as Exhibit 99.1.

Middlefield Banc Corp. is a bank holding company with $1.92 billion in total assets at June 30, 2025. Its banking subsidiary operates 21 full-service banking centers and one loan production office across Northeast, Central, and Western Ohio. The company’s common shares trade on NASDAQ under the symbol MBCN.