Proxy firm ISS backs Middlefield Banc (NASDAQ: MBCN) merger with Farmers

Rhea-AI Filing Summary

Middlefield Banc Corp. announced that independent proxy advisory firm ISS has recommended shareholders vote “FOR” all proposals at the upcoming virtual Special Meeting on February 10, 2026, including the proposed merger with Farmers National Banc Corp.

The board is urging shareholders to vote by February 9, 2026, at 11:59 p.m. and provides a proxy solicitor contact for assistance. Middlefield highlights its $1.98 billion in total assets as of September 30, 2025 and its network of 21 banking centers across Ohio. The release also reminds investors to review the joint proxy statement/prospectus and outlines forward-looking risk factors that could affect the merger and future performance.

Insights

Bank M&A analyst

ISS support strengthens board-backed merger but outcome still depends on shareholder votes.

Independent proxy advisor ISS has recommended that Middlefield Banc Corp. shareholders vote in favor of all proposals, including the merger with Farmers National Banc Corp. Such recommendations can be influential for institutional investors that follow proxy advisory guidance.

The communication emphasizes that shareholder and regulatory approvals remain conditions, and it lists numerous macro, regulatory, and integration risks that could affect results. The requested voting deadline is February 9, 2026, ahead of the February 10, 2026 virtual Special Meeting, so subsequent disclosures around that meeting will clarify whether the merger proceeds.

Filed by Middlefield Banc Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Middlefield Banc Corp.

Commission File No.: 001-36613

Date: January 30, 2026

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062

Phone: 440/632-1666 FAX: 440/632-1700

www.middlefieldbank.bank

PRESS RELEASE

Company Contact:		Investor and Media Contact:
Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 RZimmerly@middlefieldbank.com		Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

Independent Proxy Advisory Firm ISS Recommends Shareholders Vote “FOR”

Middlefield Banc Corp. Proposed Merger with Farmers National Banc Corp.

Recommendation Highlights Strategic Benefits and Value Creation of Merger

The Board of Directors Urges Shareholders to Vote by February 9, 2026, at 11:59 p.m., ET

MIDDLEFIELD, OHIO, January 30, 2026◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today announced that Institutional Shareholder Services, Inc. (“ISS”), an independent proxy advisory firm, has recommended shareholders vote “FOR” all proposals at the Special Meeting of Shareholders to be held virtually on February 10, 2026, including the Company’s proposed merger of Middlefield Banc Corp. (“Middlefield”), the holding company for The Middlefield Banking Company (“Middlefield Bank”), into Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”).

ISS is widely recognized as a leading independent voting and corporate governance advisory firm. ISS analyses and recommendations are relied on by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

Shareholders are Encouraged to Vote Ahead of the Proxy Deadline

Middlefield reminds those shareholders that have not yet voted to vote without delay FOR the merger and the other proposals to be considered at the Special Meeting of Shareholders.

Additional information about the merger and voting instructions can be found in the joint proxy statement/prospectus of Middlefield and Farmers that was distributed to Middlefield’s shareholders.

FOR ASSISTANCE WITH VOTING YOUR SHARES, PLEASE CONTACT ALLIANCE ADVISORS AT 1-855-206-1454.

About Middlefield Banc Corp.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the Bank holding Company of The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial^® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.

Additional Information About the Proposed Merger and Where to Find It

In connection with the proposed merger, Farmers and Middlefield have filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4 that contains a definitive joint proxy statement/prospectus of Farmers and Middlefield (the “joint proxy statement/prospectus”). The Registration Statement was declared effective on December 15, 2025 and Farmers has filed or may file other documents regarding the proposed merger with the SEC. The joint proxy statement/prospectus was mailed to Farmers’ and Middlefield’s shareholders seeking certain approvals related to the proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. This document is not a substitute for the joint proxy statement/prospectus or for any other document that Farmers or Middlefield has filed or may file with the SEC in connection with the proposed merger. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, MIDDLEFIELD, THE PROPOSED MERGER AND RELATED MATTERS THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER.

The joint proxy statement/prospectus has been mailed to Farmers’ and Middlefield’s shareholders. The joint proxy statement/prospectus and other documents filed by Farmers or Middlefield with the SEC are free of charge from the SEC’s website at www.sec.gov or through Farmers’ website at www.farmersbankgroup.com or Middlefield’s website at www.middlefieldbank.bank. Before making any voting or investment decision, investors and shareholders of Farmers and Middlefield are urged to read carefully the entire registration statement and definitive joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the proposed transaction.

Participants in the Solicitation

The respective directors and executive officers of Farmers and Middlefield and other persons may be deemed to be participants in the solicitation of proxies from Farmers and Middlefield shareholders with respect to the proposed merger. Information regarding the directors of Farmers is available in its proxy statement filed with the SEC on March 18, 2025 in connection with its 2025 Annual Meeting of

Shareholders and information regarding the executive officers of Farmers is available in its Form 10-K filed with the SEC on March 6, 2025. Information regarding the directors of Middlefield is available in its proxy statement filed with the SEC on April 4, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the executive officers of Middlefield is available in its Form 10-K filed with the SEC on March 13, 2025 and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus that is included in the Registration Statement and other relevant materials filed with the SEC.

Forward-Looking Statements

This communication contains forward-looking statements based upon Farmers’ and Middlefield’s current expectations. This communication contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ and Middlefield’s control. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”

Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers’ and Middlefield’s control. Numerous uncertainties, risks, and changes could cause or contribute to each of Farmers’ and Middlefield’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals, shareholder approval or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; Farmers’ failure to integrate Middlefield and Middlefield Bank in accordance with expectations; deviations from performance expectations related to Middlefield and The Middlefield Banking Company, the banking subsidiary of Middlefield (“Middlefield Bank”); diversion of management’s attention on the proposed transaction; significant changes in economic conditions in markets where Farmers and Middlefield conducts business, which could materially impact credit quality trends; significant changes in U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and effects of U.S. and foreign country tariff policies; general business conditions in the banking industry; the regulatory environment; general fluctuations in interest rates; demand for loans in the market areas where Farmers and Middlefield conducts business; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with regional and national financial institutions; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in both Farmers’ and Middlefield’s filings with the SEC including each of Farmers’ and Middlefield’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 related to the proposed merger filed with the SEC. Such reports are available on the SEC’s website at www.sec.gov, on Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section, and on Middlefield’s website at www.middlefieldbank.bank.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, readers should not rely on any forward-looking statement as a prediction of future events. Any forward-looking statement speaks only as of the date on which it is made, and each of Farmers and Middlefield expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise. All forward-looking statements, expressed or implied, included in or made in connection with this joint proxy statement/ prospectus are expressly qualified in their entirety by this cautionary statement.

FAQ

What did ISS recommend regarding Middlefield Banc Corp. (MBCN) and its merger?

ISS recommended that shareholders vote “FOR” all proposals, including the merger. Institutional Shareholder Services, a major independent proxy advisory firm, issued a favorable recommendation ahead of Middlefield’s February 10, 2026 virtual Special Meeting of Shareholders on the proposed merger with Farmers National Banc Corp.

When is the Middlefield Banc Corp. (MBCN) merger vote scheduled?

The Special Meeting of Shareholders is scheduled for February 10, 2026. The meeting will be held virtually. Middlefield’s board is urging shareholders to vote by February 9, 2026, at 11:59 p.m., using the instructions provided in the joint proxy statement/prospectus mailed to shareholders.

What is the proposed merger between Middlefield Banc Corp. (MBCN) and Farmers National Banc Corp.?

The merger would combine Middlefield Banc Corp. with Farmers National Banc Corp. Middlefield, parent of The Middlefield Banking Company, plans to merge into Farmers, parent of The Farmers National Bank of Canfield, following shareholder and regulatory approvals, under terms described in their joint proxy statement/prospectus filed with the SEC.

How large is Middlefield Banc Corp. (MBCN) based on recent financial data?

Middlefield Banc Corp. reported total assets of $1.98 billion as of September 30, 2025. The company operates 21 full-service banking centers and a brokerage office across multiple Ohio communities, plus a loan production office in Mentor, reflecting its regional community banking footprint.

Where can Middlefield Banc Corp. (MBCN) investors find details about the merger?

Investors can review the definitive joint proxy statement/prospectus on the SEC’s website. The merger materials are available at sec.gov, as well as through Farmers’ website and Middlefield’s website. The registration statement on Form S-4 was declared effective on December 15, 2025.

What risks and uncertainties are highlighted for the Middlefield (MBCN) and Farmers merger?

The communication lists multiple risks that could affect closing and benefits. These include potential failure to obtain shareholder or regulatory approvals, integration challenges, economic and interest-rate conditions, competitive pressures, and other factors described in each company’s Form 10-K, Form 10-Q, and the S-4 registration statement.