Middlefield Banc Corp SEC Filings

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.

Middlefield Banc Corp. (MBCN) – Form 4 (08/06/25): CEO & Director Ronald L. Zimmerly Jr. reported routine equity transactions tied to previously granted restricted stock.

• Direct common-stock activity: 2,260 restricted shares vested (Code A) at $27.11; 663 shares were withheld for taxes (Code F), producing a net increase of 1,597 shares.
• Post-transaction direct ownership: 35,840.283 shares.
• Indirect holdings: 8,786 shares held in an IRA.
• Outstanding equity awards: 18,894 restricted stock units across four grants with scheduled vesting between Dec-2025 and Jan-2028 (largest grant = 6,864 RSUs granted 01/14/25).
• All awards confer no voting or dividend rights until vested; full vesting requires continued employment and, for some grants, the achievement of performance targets as disclosed in prior 8-K filings.

No cash was exchanged by the issuer; transactions reflect share delivery and tax withholding only. The filing signals continued insider equity accumulation and alignment but does not by itself alter Middlefield’s operating or financial outlook.

Middlefield Banc Corp (MBCN) Form 4 filing – 8 Aug 2025: EVP-Chief Credit Officer Rebecca A. Noblit reported routine equity-compensation activity dated 6 Aug 2025. 853 restricted shares vested at $27.11 each (≈ $23,136). To cover tax withholding, 238 shares were automatically withheld and disposed of at the same price, for a net increase of 615 shares.

After the transactions Noblit directly owns 6,964 common shares. She also holds 4,608 unvested restricted stock units (2,900 expiring 14 Jan 2028 and 1,708 expiring 6 Sep 2027). No open-market purchases or sales occurred; the filing reflects standard vesting under previously disclosed awards, modestly enhancing insider equity exposure.

Courtney M. Erminio, EVP and Chief Risk Officer of Middlefield Banc Corp (MBCN), reported the vesting and acquisition of restricted common stock on 08/06/2025. The filing shows 853 shares were acquired upon vesting at a reported price of $27.11 per share. The report notes that some holdings include shares from Middlefield's Dividend Reinvestment Plan and shares held jointly with a spouse.

The filing also discloses outstanding conditional stock awards that convert to common shares on future vesting dates: 1,628 shares vesting 03/10/2026, 1,708 shares vesting 09/06/2027, and 2,828 shares vesting 01/14/2028. The Form 4 was signed via power of attorney on 08/07/2025.