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.
Middlefield Banc Corp. filings document the former bank holding company's financial results, dividend actions, governance matters, equity-compensation arrangements and material-event disclosures tied to its common stock on the Nasdaq Capital Market. The record includes Form 8-K disclosures for operating results, cash dividends, compensatory arrangements and transaction-related corporate actions.
After the completed merger into Farmers National Banc Corp., Middlefield's regulatory record includes a Nasdaq Form 25 delisting notice for its common stock and a Form 15 certification terminating registration or suspending reporting duties under the Exchange Act, signed by Farmers as successor by merger.
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.