Welcome to our dedicated page for Middlefield Banc SEC filings (Ticker: MBCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Middlefield Banc Corp. (NASDAQ: MBCN) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, with AI-powered tools to help interpret key documents. Middlefield Banc Corp. is a Middlefield, Ohio-based bank holding company for The Middlefield Banking Company, and its filings provide detailed information on its commercial banking operations, financial performance, capital actions, and corporate transactions.
Investors can review current reports on Form 8-K, which Middlefield uses to report material events such as quarterly cash dividend declarations, financial results releases, investor presentations, executive compensation decisions, and the signing of significant agreements. For example, 8-K filings dated May 12, 2025, August 11, 2025, and November 17, 2025 describe Board-approved quarterly cash dividends of $0.21 per common share, while other 8-Ks furnish press releases on six-month and nine-month 2025 financial results and provide access to investor presentation materials.
A notable 8-K filed on October 27, 2025 outlines the Agreement and Plan of Merger between Middlefield Banc Corp. and Farmers National Banc Corp., including the exchange ratio, conditions to closing, and related voting agreements. Another 8-K filed on October 22, 2025 furnishes the joint press release and investor presentation describing the planned all-stock merger and the combined organization’s expected scale and branch network. These filings are central for understanding the proposed transaction and its implications for MBCN shareholders.
Additional 8-K filings, such as the December 12, 2025 report, detail executive compensation and equity award actions, including bonuses and accelerated vesting of restricted stock and performance share units, with related exhibit forms. Together with Middlefield’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q (referenced in the 8-Ks), these documents provide a comprehensive view of the company’s financial condition, risk factors, and governance.
On Stock Titan, AI-generated summaries highlight the most important points from lengthy filings, helping users quickly understand dividend decisions, merger terms, capital and liquidity disclosures, and changes in executive compensation. Real-time updates from EDGAR ensure that new Middlefield Banc Corp. filings, including 10-Ks, 10-Qs, and Forms 4 reporting insider transactions when available, are accessible with concise explanations of what they mean for investors.
Middlefield Banc Corp notified Nasdaq of the voluntary removal of its common stock from listing and registration.
The Exchange states it acted pursuant to 17 CFR 240.12d2-2 and the issuer ‘‘has complied with its rules’’ governing voluntary withdrawal.
Middlefield Banc Corp director reports merger-related share disposition
Director Carolyn J. Turk reported disposing of 32,560 shares of Middlefield Banc Corp common stock in a transaction coded as a disposition to the issuer. This occurred on March 2, 2026, when Middlefield merged with and into Farmers National Banc Corp.
Under the merger agreement dated October 22, 2025, each Middlefield share outstanding immediately before the effective time of the merger was converted into the right to receive 2.6 shares of Farmers common stock, so Turk’s disposition reflects conversion of her Middlefield holdings into Farmers shares, rather than an open-market sale.
Middlefield Banc Corp director William J. Skidmore reported two issuer dispositions of common stock tied to the company’s merger into Farmers National Banc Corp. On March 2, 2026, he disposed of 20,742.0410 and 2,013.3590 Middlefield shares, reducing his direct holdings to zero.
According to the merger agreement, each Middlefield share outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, reflecting a stock-for-stock transaction rather than an open‑market sale.
Middlefield Banc Corp director Michael C. Voinovich reported disposing of his Middlefield common stock in connection with the company’s merger into Farmers National Banc Corp. The Form 4 shows multiple transactions on March 2, 2026, all coded as a disposition to the issuer at $0.00 per share.
Across direct holdings and several retirement and trust accounts, the transactions cover an aggregate of 26,416.106 shares of Middlefield common stock, leaving zero shares reported following the transactions. According to the merger agreement footnote, each Middlefield share outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock.
Middlefield Banc Corp director Thomas W. Bevan reported the disposition of his Middlefield common shares in connection with the company’s merger into Farmers National Banc Corp. On March 2, 2026, two issuer dispositions were recorded for 26,558 and 26,530 shares of Middlefield common stock at a stated price of $0.00 per share.
According to the merger agreement, each share of Middlefield common stock issued and outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, except for certain shares held by Middlefield or Farmers.
MIDDLEFIELD BANC CORP director Kevin A. DiGeronimo reported a non-cash disposition of 5,071 shares of common stock on March 2, 2026. The shares were disposed of in connection with the merger in which Middlefield Banc Corp merged with Farmers National Banc Corp under an Agreement and Plan of Merger dated October 22, 2025.
At the merger’s effective time, each outstanding share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers common stock. Following this transaction, DiGeronimo reported owning 0 shares of Middlefield common stock directly.
Middlefield Banc Corp director Kenneth E. Jones reported dispositions of his Middlefield common stock tied to the company’s merger into Farmers National Banc Corp. On the March 2, 2026 closing date, 17,725.480 directly held shares and 2,153.668 shares held by his spouse were surrendered to Middlefield.
Under the merger agreement, each share of Middlefield common stock outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, rather than being sold on the open market.
Middlefield Banc Corp director James J. McCaskey reported disposing of his Middlefield common stock to the issuer in connection with its merger into Farmers National Banc Corp. On March 2, 2026, three issuer dispositions totaling 12,007.104 shares of common stock were reported at a price of $0.00 per share.
Following these transactions, the report shows zero Middlefield shares owned directly or indirectly. A footnote explains that, at the merger’s effective time, each share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers common stock, and includes stock held through his spouse’s retirement account.
Middlefield Banc Corp director reports share disposition tied to merger. Director Jennifer L. Moeller disposed of two blocks of Middlefield common stock, totaling 2,482.4481 and 2,213.7633 shares, in transactions coded as dispositions to the issuer. These occurred on March 2, 2026, when Middlefield merged with Farmers National Banc Corp under an Agreement and Plan of Merger dated October 22, 2025. Each share of Middlefield common stock outstanding immediately before the merger’s effective time was converted into the right to receive 2.6 shares of Farmers common stock.