Middlefield (NASDAQ: MBCN) investors back merger with Farmers National
Rhea-AI Filing Summary
Middlefield Banc Corp. reported that its shareholders approved the proposed merger with Farmers National Banc Corp. at a virtual special meeting. Proposal 1, to adopt the merger agreement, received 6,327,107.748607 votes for, 366,618.831715 against and 199,544.926881 abstentions, with 8,090,067 common shares outstanding as of the record date and 85.21% of eligible shares represented.
Shareholders also approved, on a non-binding advisory basis, the merger-related compensation for named executive officers and an adjournment proposal, though no adjournment was needed. Farmers and Middlefield jointly announced that both companies’ shareholders have approved the merger and they expect to complete it in the first quarter of 2026, subject to customary closing conditions.
Positive
- Both companies’ shareholders approved the merger agreement, removing a key governance hurdle and allowing Farmers and Middlefield to move toward closing the transaction in the first quarter of 2026, subject to customary conditions.
Negative
- Merger completion is not yet assured, as the companies note closing remains subject to customary conditions and various risks and uncertainties that could delay or prevent the transaction, as outlined in their SEC filings.
Insights
Shareholder approvals clear a major hurdle for the Middlefield–Farmers merger, though closing still depends on remaining conditions.
The voting results show strong support among Middlefield Banc Corp. shareholders for the merger with Farmers National Banc Corp.. Proposal 1 to adopt the merger agreement passed with over six million votes in favor out of 8,090,067 shares outstanding as of the record date, indicating broad backing for combining the two banking companies.
Shareholders also backed, on an advisory basis, merger-related compensation for named executive officers and approved the possibility of adjournment, which ultimately was not required because the merger agreement itself was approved. Farmers and Middlefield state they expect the merger to close in the first quarter of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Date of Report: Date of earliest event reported)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Middlefield Banc Corp. (the “Company”) held a virtual special meeting of its shareholders on Tuesday, February 10, 2026, related to the Company’s proposed merger with Farmers National Banc Corp. (“Farmers”). At the special meeting, the Company’s shareholders voted on and approved three proposals, as described below and in more detail in the joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on December 19, 2025. There were 8,090,067.0000 common shares outstanding as of the record date for the special meeting, of which 6,893,275.428709 were present in person or by proxy at the meeting, representing 85.21% of the outstanding shares eligible to vote. The results of the shareholder vote on each of the three proposals were as follows:
Proposal 1 - Merger Proposal
The Company’s shareholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2025, by and between Farmers and the Company, providing for the merger of the Company with and into Farmers, with Farmers as the surviving entity, as more fully described in the joint proxy statement/prospectus provided to shareholders. The following is a tabulation of the voting results for Proposal 1:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,327,107.748607 | 366,618.831715 | 199,544.926881 | — |
Proposal 2 - Merger-Related Compensation Proposal
The Company’s shareholders approved a proposal to approve, on an advisory (non-binding) basis, the merger-related consideration to be received by the named executive officers of Middlefield Banc Corp. in connection with the merger. The following is a tabulation of the voting results for Proposal 2:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 5,822,230.136750 | 863,747.740639 | 207,297.551320 | — |
Proposal 3 - Adjournment Proposal
The Company’s shareholders approved a proposal to adjourn the special meeting if adjournment is necessary to allow solicitation of additional proxies if there are insufficient votes to adopt the Merger Agreement. Although Proposal 3 was approved, the adjournment of the special meeting was not necessary because the Company’s shareholders approved Proposal 1. The following is a tabulation of the voting results for Proposal 3:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,212,799.006881 | 511,020.830451 | 169,455.591377 | — |
| Item 7.01. | Regulation FD Disclosure. |
On February 10, 2026, Farmers and the Company issued a joint press release announcing that each company’s shareholders approved the merger agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Farmers and the Company anticipate that the merger will be completed during the first quarter of 2026, although completion of the merger remains subject to the satisfaction of customary closing conditions.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are furnished to this Current Report on Form 8-K:
(d) Exhibits.
| 99.1 | Farmers National Banc Corp. press release dated February 10, 2026 | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: February 10, 2026 | /s/ Ronald L. Zimmerly, Jr | |||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
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Farmers National Banc Corp. and Middlefield Banc Corp. Announce
Shareholder Approvals for Merger
CANFIELD, Ohio & MIDDLEFIELD, Ohio – February 10, 2026 – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield, and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company, jointly announced today that shareholders of Farmers and Middlefield each have approved the proposed merger of Middlefield with and into Farmers (the “Merger”). The Merger is expected to be completed during the first quarter of 2026.
About Farmers National Banc Corp.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets at December 31, 2025. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 62 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties in Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at December 31, 2025 are $4.7 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 based upon Farmers’ and Middlefield’s current expectations. . 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’ 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 conditions to the transaction are not obtained or satisfied on a timely basis or at all; and other factors disclosed periodically in both Farmers’ and Middlefield’s filings with the Securities and Exchange Commission (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 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 Farmers and Middlefield expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise.
Farmers Contact:
Amber Wallace
Executive Vice President, Chief Retail/Marketing Officer
330-720-6441
awallace@farmersbankgroup.com
FAQ
What did Middlefield Banc Corp. (MBCN) shareholders approve regarding the Farmers merger?
How strong was shareholder support for the Middlefield–Farmers merger?
When do Farmers National Banc Corp. and Middlefield expect the merger to close?
What was the result of Middlefield’s vote on merger-related executive compensation?
Did Middlefield shareholders authorize adjournment of the special meeting for additional proxy solicitation?
Who are Farmers National Banc Corp. and what is their scale before the merger?
Filing Exhibits & Attachments
4 documents