Earnings climb at Middlefield Banc Corp. (NASDAQ: MBCN) as 2025 margin and credit improve

Q: What were Middlefield Banc Corp.’s key revenue and margin trends for 2025?

Net interest income rose to $68.5 million in 2025 from $60.7 million in 2024, and the full‑year net interest margin improved to 3.80% from 3.52% . Noninterest income also increased, reaching $9.3 million compared with $7.2 million the prior year.

Q: How did Middlefield Banc Corp.’s balance sheet change in 2025?

At December 31, 2025 , total assets increased to $1.90 billion from $1.85 billion a year earlier. Total loans were $1.59 billion and deposits were $1.47 billion , reflecting growth in key lending segments and money market deposit balances.

Q: What dividends did Middlefield Banc Corp. pay to shareholders in 2025?

For 2025, Middlefield declared cash dividends of $0.84 per share , totaling $6.8 million , up from $0.80 per share and $6.5 million in 2024. The company did not repurchase common stock during 2025, after repurchasing 43,858 shares in 2024.

Q: How did Middlefield Banc Corp.’s capital ratios and book value change in 2025?

Stockholders’ equity increased to $229.6 million at year-end 2025 from $210.6 million in 2024. Book value per share rose to $28.26 , while tangible book value per share climbed to $23.22 . The equity‑to‑assets ratio improved to 12.07% .

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Middlefield Banc Corp. reported stronger results for the twelve months ended December 31, 2025, with net income of $19.4 million, or $2.39 per diluted share, up from $15.5 million, or $1.92 per diluted share, a year earlier. Net interest income rose to $68.5 million from $60.7 million, and the full‑year net interest margin improved to 3.80% from 3.52%.

Noninterest income increased to $9.3 million, while noninterest expense rose to $54.8 million, including $1.8 million of merger-related costs and accelerated vesting of performance share units in the fourth quarter. This contributed to a softer fourth quarter, when net income was $3.1 million versus $4.8 million a year earlier.

Total assets reached $1.90 billion at year-end 2025, with loans at $1.59 billion and deposits at $1.47 billion. Stockholders’ equity grew to $229.6 million, and tangible book value per share increased to $23.22. Asset quality improved, as nonperforming assets fell to $17.0 million from $30.0 million, and the allowance for credit losses was $22.7 million, or 1.43% of total loans. Management highlighted ongoing execution and continued progress toward the pending merger with Farmers National Banc Corp., which is expected to close in the first quarter of 2026.

Positive

Strong full-year earnings growth: 2025 net income rose to $19.4 million (diluted EPS $2.39) from $15.5 million (diluted EPS $1.92), supported by higher net interest income and an improved 3.80% net interest margin.
Improved capital and asset quality: Stockholders’ equity increased to $229.6 million, tangible book value per share reached $23.22, and nonperforming assets declined to $17.0 million, while the allowance for credit losses remained robust at 1.43% of total loans.

Negative

Weaker fourth-quarter profitability: Q4 2025 net income declined to $3.1 million (diluted EPS $0.38) from $4.8 million (diluted EPS $0.60) a year earlier, partly due to $1.8 million of merger-related expenses and accelerated performance share vesting.
Higher operating costs: Noninterest expense increased to $54.8 million from $47.5 million in 2024, reflecting growth in salaries, technology, and merger-related costs, which pressured efficiency metrics despite stronger revenue.

Insights

Middlefield delivered solid 2025 growth with better margins and credit, despite Q4 merger costs.

Middlefield Banc Corp. grew full‑year net income to $19.4 million from $15.5 million, aided by higher net interest income of $68.5 million and a wider net interest margin of 3.80% versus 3.52% in 2024. Loan growth and improved earning‑asset yields supported these gains.

Noninterest income increased to $9.3 million, but expenses climbed to $54.8 million, including $1.8 million of merger-related costs and accelerated performance share vesting in Q4. That helped push quarterly net income down to $3.1 million from $4.8 million a year earlier, even as underlying profitability remained healthy.

Asset quality trends were favorable: nonperforming assets declined to $17.0 million, and the allowance for credit losses was $22.7 million, or 1.43% of total loans, at December 31, 2025. Equity strengthened, with stockholders’ equity at $229.6 million and tangible book value per share at $23.22. The company also reiterated its expectation to close the merger with Farmers National Banc Corp. in the first quarter of 2026, which, once completed, will reshape its franchise and financial profile.

02/10/2026 - 08:21 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 10, 2026

(Date of Report: Date of earliest event reported)

Middlefield Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of incorporation)

001-36613

(Commission File Number)

34-1585111

(I.R.S. Employer Identification Number)

15985 East High Street

Middlefield, Ohio 44062

(Address of principal executive offices, including zip code)

(440) 632-1666

(Registrant’s telephone number, including area code)

(not applicable)

(Former name or former address, if changed since last report)

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MBCN	The NASDAQ Stock Market, LLC (NASDAQ Capital Market)

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished under Item 2.02. On February 10, 2026, Middlefield Banc Corp. issued a press release announcing financial results for the twelve months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

The information contained or incorporated by reference in this current report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this current report on Form 8-K are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are furnished to this Current Report on Form 8-K:

(d)

Exhibits.

99.1

February 10, 2026 press release of Middlefield Banc Corp.

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

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:

Ronald L. Zimmerly, Jr.

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

Middlefield Banc Corp. Reports 2025 Twelve-Month Financial Results

MIDDLEFIELD, OHIO, February 10, 2026 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today reported financial results for the twelve months ended December 31, 2025.

Ronald L. Zimmerly, Jr., President and Chief Executive Officer, stated, “2025 was a strong year of operating and financial growth for Middlefield, driven by consistent execution and continued momentum across the Bank. We are pleased with the progress we’ve made and are focused on completing our merger with Farmers National Banc Corp., which we expect to close in the first quarter of 2026. We believe this combination will create meaningful opportunities for our customers, employees, and shareholders.”

Income Statement

Net interest income for the twelve months ended December 31, 2025, increased $7.8 million to $68.5 million, compared to $60.7 million for the same period last year. The net interest margin for the twelve months ended December 31, 2025, was 3.80%, compared to 3.52% last year. Net interest income for the 2025 fourth quarter increased $1.8 to $17.4 million, compared to $15.6 million for the 2024 fourth quarter. The net interest margin for the 2025 fourth quarter was 3.80%, compared to 3.56% for the same period of 2024.

For the twelve months ended December 31, 2025, noninterest income increased $2.1 to $9.3 million, compared to $7.2 million for the same period in 2024. Noninterest income for the 2025 fourth quarter was $2.0 million, compared to $1.9 million for the same period the previous year.

Noninterest expense for the twelve months ended December 31, 2025, was $54.8 million, compared to $47.5 million for the same period in 2024. For the 2025 fourth quarter, noninterest expense was $15.9 million, compared to $11.8 million for the 2024 fourth quarter. Noninterest expense was negatively impacted in the fourth quarter of 2025 by $1.8 million of merger-related expenses and the accelerated vesting of certain performance share units as communicated in a Form 8-K filed by the Company on December 8, 2025.

Net income for the twelve months ended December 31, 2025, was $19.4 million, or $2.39 per diluted share, compared to $15.5 million, or $1.92 per diluted share, for the same period last year. Net income for the 2025 fourth quarter was $3.1 million, or $0.38 per diluted share, compared to $4.8 million, or $0.60 per diluted share, for the same period last year.

For the twelve months ended December 31, 2025, pre-tax, pre-provision net income was $23.0 million, compared to $20.4 million last year. For the 2025 fourth quarter, pre-tax, pre-provision net income was $3.5 million, compared to $5.7 million for the same period of 2024. (See non-GAAP reconciliation under the section “GAAP to Non-GAAP Reconciliations”.)

Balance Sheet

Total assets at December 31, 2025, increased 2.7% to $1.90 billion, compared to $1.85 billion at December 31, 2024. Total loans at December 31, 2025, were $1.59 billion, compared to $1.52 billion at December 31, 2024. The 4.3% year-over-year increase in total loans was primarily due to originations within the owner occupied and commercial and industrial loan segments as well as home equity lines of credit, offset by a decrease in the non-owner occupied loan segment. The investment securities available-for-sale portfolio was $155.5 million at December 31, 2025, compared with $165.8 million at December 31, 2024.

Total liabilities at December 31, 2025, increased 1.8% to $1.67 billion, compared to $1.64 billion at December 31, 2024. Total deposits at December 31, 2025, were $1.47 billion, compared to $1.45 billion at December 31, 2024. The 1.8% year-over-year increase in deposits was primarily due to growth in money market accounts, partially offset by declines in time deposits and savings accounts. Noninterest-bearing demand deposits were 25.5% of total deposits at December 31, 2025, compared to 26.1% at December 31, 2024. At December 31, 2025, the Company had brokered deposits of $23.1 million, compared to $35.1 million at December 31, 2024.

Middlefield's CRE portfolio included the following categories at December 31, 2025:

			Percent of			Percent of			Weighted Average
(Dollar amounts in thousands)		Balance		CRE Portfolio			Loan Portfolio			Loan-to-Value

Multi-Family	$	86,384		12.5	%		5.4	%		64.8	%
Owner Occupied
Real Estate and Rental and Leasing		75,289		10.9	%		4.7	%		59.1	%
Other Services (except Public Administration)		37,313		5.4	%		2.4	%		58.1	%
Manufacturing		22,453		3.2	%		1.4	%		50.0	%
Health Care and Social Assistance		14,477		2.1	%		0.9	%		52.3	%
Accommodation and Food Services		12,373		1.8	%		0.8	%		48.9	%
Other		63,167		9.0	%		4.0	%		51.9	%
Total Owner Occupied	$	225,072		32.4	%		14.2	%
Non-Owner Occupied
Real Estate and Rental and Leasing		325,274		47.0	%		20.5	%		54.0	%
Accommodation and Food Services		37,717		5.5	%		2.4	%		57.0	%
Health Care and Social Assistance		7,516		1.1	%		0.5	%		31.7	%
Manufacturing		3,989		0.6	%		0.3	%		42.8	%
Arts, Entertainment, and Recreation		2,108		0.3	%		0.1	%		15.8	%
Other		3,953		0.6	%		0.2	%		71.8	%
Total Non-Owner Occupied	$	380,557		55.1	%		24.0	%
Total CRE	$	692,013		100.0	%		43.6	%

Stockholders' Equity and Dividends

At December 31, 2025, stockholders' equity was $229.6 million, compared to $210.6 million at December 31, 2024. The 9.1% year-over-year increase in stockholders' equity was primarily from higher retained earnings and a decrease in the unrealized loss on the available-for-sale investment portfolio. On a per-share basis, shareholders' equity at December 31, 2025, was $28.26, compared to $26.08 at December 31, 2024.

At December 31, 2025, tangible stockholders' equity⁽¹⁾ was $188.7 million, compared to $168.6 million at December 31, 2024. On a per-share basis, tangible stockholders' equity⁽¹⁾ was $23.22 at December 31, 2025, compared to $20.88 at December 31, 2024. ⁽¹⁾See non-GAAP reconciliation under the section “GAAP to Non-GAAP Reconciliations”.

For the twelve months ended December 31, 2025, the Company declared cash dividends of $0.84 per share, totaling $6.8 million. For the twelve months ended December 31, 2024, the Company declared cash dividends of $0.80 per share, totaling $6.5 million.

The Company did not repurchase any common stock during 2025. For the twelve months ended December 31, 2024, the Company repurchased 43,858 shares of its common stock, at an average price of $24.00 per share.

At December 31, 2025, the Company's equity-to-assets ratio was 12.07%, compared to 11.36% at December 31, 2024.

Asset Quality

For the twelve months ended December 31, 2025, the Company recorded a recovery of credit losses of $494,000 million, versus a provision for credit losses of $2.0 million for the same period last year. For the 2025 fourth quarter, the Company recorded a recovery of credit losses of $475,000, compared to a recovery of credit losses of $177,000 for the same period of 2024.

Net charge-offs were $481,000 million, or (0.03%) of average loans, for the twelve months ended December 31, 2025, compared to net recoveries of $1.4, or 0.10% of average loans, for the same period last year. Net charge-offs were $148,000, or (0.04%) of average loans, annualized, for the 2025 fourth quarter, compared to net recoveries of $151,000, or 0.04% of average loans, annualized, for the same period of 2024. The higher net charge-offs were due to the partial charge-off of one loan during the 2025 third quarter.

Nonperforming assets at December 31, 2025, which consisted of nonperforming loans, were $17.0 million, compared to $30.0 million at December 31, 2024. The decrease in nonperforming assets is primarily the result of a $13.5 million loan moved to nonaccrual in the 2024 third quarter paying off in the fourth quarter of 2025. The allowance for credit losses at December 31, 2025, stood at $22.7 million, or 1.43% of total loans, compared to $22.4 million, or 1.48% of total loans at December 31, 2024. The increase in the allowance for credit losses was mainly from an overall increase in total loans as well as changes in projected loss drivers, prepayment assumptions, curtailment expectations over the reasonable and supportable forecast period, and geographic footprint of unemployment data.

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 $1.90 billion at December 31, 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 is available at www.middlefieldbank.bank

NON-GAAP FINANCIAL MEASURES

This press release includes disclosure of Middlefield Banc Corp.'s tangible book value per share, return on average tangible equity, and pre-tax, pre-provision for loan losses income, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts required to be disclosed by GAAP. Middlefield Banc Corp. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Middlefield Banc Corp.'s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures are included in the following Consolidated Financial Highlights tables below.

FORWARD-LOOKING STATEMENTS

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain "forward-looking statements" relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are several important factors that could cause Middlefield Banc Corp.'s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.'s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(Dollar amounts in thousands, unaudited)

	December 31,		September 30,		June 30,		March 31,		December 31,
Balance Sheets (period end)	2025		2025		2025		2025		2024
ASSETS
Cash and due from banks	$	39,823	$	81,372	$	59,145	$	56,150	$	46,037
Federal funds sold		7,685		22,333		13,701		10,720		9,755
Cash and cash equivalents		47,508		103,705		72,846		66,870		55,792
Investment securities available for sale, at fair value		155,544		155,855		161,116		165,014		165,802
Other investments		1,128		1,131		1,014		1,021		855
Loans held for sale		-		209		152		-		-
Loans:
Commercial real estate:
Owner occupied		225,072		221,600		196,645		185,412		181,447
Non-owner occupied		380,557		390,354		405,032		413,621		412,291
Multifamily		86,384		88,899		79,497		88,737		89,849
Residential real estate		367,413		366,307		357,217		351,274		353,442
Commercial and industrial		262,209		269,422		257,519		235,547		229,034
Home equity lines of credit		161,157		159,805		156,297		147,154		143,379
Construction and other		96,894		104,843		123,531		122,653		103,608
Consumer installment		5,740		5,794		6,187		5,951		6,564
Total loans		1,585,426		1,607,024		1,581,925		1,550,349		1,519,614
Less allowance for credit losses		22,707		23,029		22,335		22,401		22,447
Net loans		1,562,719		1,583,995		1,559,590		1,527,948		1,497,167
Premises and equipment, net		22,207		21,428		20,304		20,494		20,565
Premises and equipment held for sale		998		998		1,015		-		-
Goodwill		36,356		36,356		36,356		36,356		36,356
Core deposit intangibles		4,613		4,862		5,112		5,362		5,611
Bank-owned life insurance		35,553		35,335		35,102		34,866		35,259
Accrued interest receivable and other assets		35,913		35,019		31,762		30,425		35,952
TOTAL ASSETS	$	1,902,539	$	1,978,893	$	1,924,369	$	1,888,356	$	1,853,359

	December 31,			September 30,			June 30,			March 31,			December 31,
	2025			2025			2025			2025			2024
LIABILITIES
Deposits:
Noninterest-bearing demand	$	374,999		$	410,612		$	371,155		$	369,492		$	377,875
Interest-bearing demand		225,079			232,452			236,239			222,953			208,291
Money market		513,498			528,246			466,935			481,664			414,074
Savings		180,158			180,547			184,534			189,943			197,749
Time		178,418			270,445			334,755			275,673			247,704
Total deposits		1,472,152			1,622,302			1,593,618			1,539,725			1,445,693
Federal Home Loan Bank advances		175,000			106,000			89,000			110,000			172,400
Other borrowings		11,446			11,502			11,557			11,609			11,660
Accrued interest payable and other liabilities		14,297			14,969			14,142			13,229			13,044
TOTAL LIABILITIES		1,672,895			1,754,773			1,708,317			1,674,563			1,642,797
STOCKHOLDERS' EQUITY
Common stock, no par value; 25,000,000 shares authorized, 10,006,068
shares issued, 8,126,758 shares outstanding as of December 31, 2025		163,813			162,349			162,195			162,195			161,999
Additional paid-in capital		1,052			1,041			811			515			246
Retained earnings		121,931			120,514			116,892			112,432			109,299
Accumulated other comprehensive loss		(16,243	)		(18,875	)		(22,937	)		(20,440	)		(20,073	)
Treasury stock, at cost; 1,879,310 shares as of December 31, 2025		(40,909	)		(40,909	)		(40,909	)		(40,909	)		(40,909	)
TOTAL STOCKHOLDERS' EQUITY		229,644			224,120			216,052			213,793			210,562

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,902,539		$	1,978,893		$	1,924,369		$	1,888,356		$	1,853,359

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(Dollar amounts in thousands, unaudited)

	For the Three Months Ended														For the Twelve Months Ended
	December 31,			September 30,		June 30,			March 31,			December 31,			December 31,			December 31,
Statements of Income	2025			2025		2025			2025			2024			2025			2024

INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	25,055		$	25,485	$	25,122		$	23,387		$	23,308		$	99,049		$	92,566
Interest-earning deposits in other institutions		323			299		325			291			320			1,238			1,491
Federal funds sold		152			192		120			155			151			619			568
Investment securities:
Taxable interest		416			538		526			530			528			2,010			2,028
Tax-exempt interest		955			958		960			960			961			3,833			3,861
Dividends on stock		123			136		183			150			170			592			748
Total interest and dividend income		27,024			27,608		27,236			25,473			25,438			107,341			101,262
INTEREST EXPENSE
Deposits		8,275			8,972		8,789			7,885			8,582			33,921			33,263
Short-term borrowings		1,204			918		870			1,347			1,128			4,339			6,616
Other borrowings		153			153		140			143			173			589			703
Total interest expense		9,632			10,043		9,799			9,375			9,883			38,849			40,582

NET INTEREST INCOME		17,392			17,565		17,437			16,098			15,555			68,492			60,680

Provision for (recovery of) credit losses		(475	)		392		(506	)		95			(177	)		(494	)		2,008

NET INTEREST INCOME AFTER PROVISION
FOR (RECOVERY OF) CREDIT LOSSES		17,867			17,173		17,943			16,003			15,732			68,986			58,672
NONINTEREST INCOME
Service charges on deposit accounts		1,084			1,072		1,061			989			1,068			4,206			3,907
Gain (Loss) on equity securities		(3	)		17		(7	)		(34	)		56			(27	)		(9	)
Earnings on bank-owned life insurance		236			228		230			493			230			1,187			930
Gain on sale of loans		97			158		39			24			64			318			199
Revenue from investment services		224			306		310			268			237			1,108			916
Gain on exchange of real estate		-			-		1,229			-			-			1,229			-
Gross rental income		-			-		-			-			-			-			67
Other income		313			543		216			204			259			1,276			1203
Total noninterest income		1,951			2,324		3,078			1,944			1,914			9,297			7,213

NONINTEREST EXPENSE
Salaries and employee benefits		8,084			6,883		6,731			6,551			5,996			28,249			24,641
Occupancy expense		640			604		667			687			596			2,598			2,376
Equipment expense		215			249		248			225			221			937			925
Data processing and information technology costs		1,257			1,240		1,273			1,271			1,174			5,041			4,740
Ohio state franchise tax		347			399		399			399			390			1,544			1,583
Federal deposit insurance expense		267			267		267			267			293			1,068			1,055
Professional fees		490			700		521			598			611			2,309			2,265
Advertising expense		453			386		451			364			371			1,654			1,581
Software amortization expense		93			94		95			90			83			372			200
Core deposit intangible amortization		249			250		250			249			258			998			1,031
Loss on premises and equipment held for sale		-			18		693			-			-			711			-
Gross other real estate owned expenses		-			-		-			-			-			-			99
Merger-related costs		1,808			-		-			-			-			1,808			-
Other expense		1,959			2,008		2,056			1,492			1,810			7,515			7,045
Total noninterest expense		15,862			13,098		13,651			12,193			11,803			54,804			47,541

Income before income taxes		3,956			6,399		7,370			5,754			5,843			23,479			18,344
Income taxes		841			1,079		1,213			924			995			4,057			2,825

NET INCOME	$	3,115		$	5,320	$	6,157		$	4,830		$	4,848		$	19,422		$	15,519

PTPP ⁽¹⁾	$	3,481		$	6,791	$	6,864		$	5,849		$	5,666		$	22,985		$	20,352

⁽¹⁾ See section “GAAP to Non-GAAP Reconciliations” for the reconciliation of GAAP performance measures to non-GAAP measures.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(Dollar amounts in thousands, except per share and share amounts, unaudited)

	For the Three Months Ended															For the Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
	2025			2025			2025			2025			2024			2025			2024
Per common share data
Net income per common share - basic	$	0.38		$	0.66		$	0.76		$	0.60		$	0.60		$	2.40		$	1.93
Net income per common share - diluted	$	0.38		$	0.65		$	0.76		$	0.60		$	0.60		$	2.39		$	1.92
Dividends declared per share	$	0.21		$	0.21		$	0.21		$	0.21		$	0.20		$	0.84		$	0.80
Book value per share (period end)	$	28.26		$	27.71		$	26.74		$	26.46		$	26.08		$	28.26		$	26.08
Tangible book value per share (period end) ^{(1) (2)}	$	23.22		$	22.62		$	21.60		$	21.29		$	20.88		$	23.22		$	20.88
Dividends declared	$	1,698		$	1,698		$	1,697		$	1,697		$	1,616		$	6,790		$	6,457
Dividend yield		2.41	%		2.78	%		2.80	%		3.05	%		2.84	%		2.43	%		2.85	%
Dividend payout ratio		54.51	%		31.92	%		27.56	%		35.13	%		33.33	%		34.96	%		41.61	%
Average shares outstanding - basic		8,086,886			8,084,658			8,081,193			8,078,805			8,071,905			8,084,257			8,075,300
Average shares outstanding - diluted		8,149,723			8,147,495			8,113,572			8,097,545			8,092,357			8,132,897			8,086,098
Period ending shares outstanding		8,126,758			8,086,886			8,081,193			8,081,193			8,073,708			8,126,758			8,073,708

Selected ratios
Return on average assets (Annualized)		0.64	%		1.08	%		1.29	%		1.04	%		1.04	%		1.01	%		0.84	%
Return on average equity (Annualized)		5.64	%		9.62	%		11.53	%		9.22	%		9.19	%		9.02	%		7.48	%
Return on average tangible common equity^{(1) (3)}		6.94	%		11.86	%		14.31	%		11.48	%		11.50	%		11.17	%		9.41	%
Efficiency⁽⁴⁾		79.61	%		63.73	%		64.49	%		65.22	%		65.05	%		68.22	%		67.38	%
Equity to assets at period end		12.07	%		11.33	%		11.23	%		11.32	%		11.36	%		12.07	%		11.36	%
Noninterest expense to average assets		0.82	%		0.67	%		0.72	%		0.65	%		0.63	%		2.86	%		2.58	%

⁽¹⁾ See section “GAAP to Non-GAAP Reconciliations” for the reconciliation of GAAP performance measures to non-GAAP measures.

⁽²⁾ Calculated by dividing tangible common equity by shares outstanding.

⁽³⁾ Calculated by dividing annualized net income for each period by average tangible common equity.

⁽⁴⁾ The efficiency ratio is calculated by dividing noninterest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus noninterest income.

	For the Three Months Ended															For the Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
Yields	2025			2025			2025			2025			2024			2025			2024
Interest-earning assets:
Loans receivable ⁽¹⁾		6.24	%		6.30	%		6.40	%		6.17	%		6.12	%		6.28	%		6.17	%
Investment securities ^{(1) (2)}		3.58	%		3.69	%		3.64	%		3.69	%		3.63	%		3.65	%		3.61	%
Interest-earning deposits with other banks		3.53	%		3.52	%		4.13	%		3.57	%		4.23	%		3.68	%		4.49	%
Total interest-earning assets		5.88	%		5.93	%		6.03	%		5.81	%		5.78	%		5.91	%		5.83	%
Deposits:
Interest-bearing demand deposits		2.09	%		2.27	%		2.27	%		2.13	%		2.07	%		2.24	%		2.01	%
Money market deposits		3.55	%		3.43	%		3.53	%		3.38	%		3.81	%		3.48	%		3.88	%
Savings deposits		0.94	%		0.95	%		0.86	%		0.82	%		0.75	%		0.89	%		0.67	%
Certificates of deposit		3.46	%		3.74	%		3.66	%		3.93	%		4.21	%		3.70	%		4.33	%
Total interest-bearing deposits		2.84	%		2.91	%		2.90	%		2.82	%		3.05	%		2.88	%		3.06	%
Non-Deposit Funding:
Borrowings		4.16	%		4.53	%		4.54	%		4.58	%		4.93	%		4.44	%		5.45	%
Total interest-bearing liabilities		2.97	%		3.03	%		3.01	%		3.01	%		3.21	%		3.02	%		3.33	%
Cost of deposits		2.11	%		2.20	%		2.21	%		2.10	%		2.24	%		2.16	%		2.24	%
Cost of funds		2.27	%		2.33	%		2.34	%		2.30	%		2.41	%		2.31	%		2.51	%
Net interest margin ⁽³⁾		3.80	%		3.79	%		3.88	%		3.69	%		3.56	%		3.80	%		3.52	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were determined using an effective tax rate of 21%.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

	For the Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Asset quality data	2025			2025			2025			2025			2024

Nonperforming assets ⁽¹⁾	$	17,023		$	29,928		$	25,052		$	29,550		$	29,984

Allowance for credit losses	$	22,707		$	23,029		$	22,335		$	22,401		$	22,447
Allowance for credit losses/total loans		1.43	%		1.43	%		1.41	%		1.44	%		1.48	%
Net charge-offs (recoveries):
Quarter-to-date	$	(147	)	$	(107	)	$	(18	)	$	(209	)	$	151
Year-to-date		(481	)		(334	)		(227	)		(209	)		1,436
Net charge-offs (recoveries) to average loans, annualized:
Quarter-to-date		(0.04	%)		(0.03	%)		(0.00	%)		(0.06	%)		0.04	%
Year-to-date		(0.03	%)		(0.03	%)		(0.03	%)		(0.06	%)		0.10	%

Nonperforming loans/total loans		1.07	%		1.86	%		1.58	%		1.91	%		1.97	%
Allowance for credit losses/nonperforming loans		133.39	%		76.95	%		89.15	%		75.81	%		74.86	%
Nonperforming assets/total assets		0.89	%		1.51	%		1.30	%		1.56	%		1.62	%

⁽¹⁾ Nonperforming assets consist of nonperforming loans.

MIDDLEFIELD BANC CORP.

GAAP to Non-GAAP Reconciliations

(Dollar amounts in thousands, unaudited)

Reconciliation of Common Stockholders' Equity to Tangible Common Equity	For the Three Months Ended
	December 31,		September 30,		June 30,		March 31,		December 31,
	2025		2025		2025		2025		2024

Stockholders' equity	$	229,644	$	224,120	$	216,052	$	213,793	$	210,562
Less goodwill and other intangibles		40,969		41,218		41,468		41,718		41,967
Tangible common equity	$	188,675	$	182,902	$	174,584	$	172,075	$	168,595

Shares outstanding		8,126,758		8,086,886		8,081,193		8,081,193		8,073,708
Tangible book value per share	$	23.22	$	22.62	$	21.60	$	21.29	$	20.88

Reconciliation of Average Equity to Return on Average Tangible Common Equity	For the Three Months Ended															For the Twelve Months Ended

	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
	2025			2025			2025			2025			2024			2025			2024

Average stockholders' equity	$	219,278		$	219,278		$	214,144		$	212,465		$	209,864		$	215,395		$	207,367
Less average goodwill and other intangibles		41,090			41,340			41,589			41,839			42,092			41,465			42,479
Average tangible common equity	$	178,188		$	177,938		$	172,555		$	170,626		$	167,772		$	173,930		$	164,888

Net income	$	3,115		$	5,320		$	6,157		$	4,830		$	4,848		$	19,422		$	15,519
Return on average tangible common equity (annualized)		6.94	%		11.86	%		14.31	%		11.48	%		11.50	%		11.17	%		9.41	%

Reconciliation of Pre-Tax Pre-Provision Income (PTPP)	For the Three Months Ended													For the Twelve Months Ended

	December 31,			September 30,		June 30,			March 31,		December 31,			December 31,			December 31,
	2025			2025		2025			2025		2024			2025			2024
Net income	$	3,115		$	5,320	$	6,157		$	4,830	$	4,848		$	19,422		$	15,519
Add income taxes		841			1,079		1,213			924		995			4,057			2,825
Add provision for (recovery of) credit losses		(475	)		392		(506	)		95		(177	)		(494	)		2,008
PTPP	$	3,481		$	6,791	$	6,864		$	5,849	$	5,666		$	22,985		$	20,352

MIDDLEFIELD BANC CORP.

Average Balance Sheets

(Dollar amounts in thousands, unaudited)

	For the Three Months Ended
	December 31,							December 31,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,594,562	$	25,055		6.24	%	$	1,517,051	$	23,308		6.12	%
Investment securities ^{(1) (2)}		179,990		1,371		3.58	%		191,390		1,489		3.63	%
Interest-earning deposits with other banks ⁽³⁾		67,152		598		3.53	%		60,241		641		4.23	%
Total interest-earning assets		1,841,704		27,024		5.88	%		1,768,682		25,438		5.78	%
Noninterest-earning assets		88,694							88,205
Total assets	$	1,930,398						$	1,856,887
Interest-bearing liabilities:
Interest-bearing demand deposits	$	228,905	$	1,207		2.09	%	$	216,492	$	1,126		2.07	%
Money market deposits		521,393		4,669		3.55	%		393,298		3,768		3.81	%
Savings deposits		179,095		426		0.94	%		197,257		373		0.75	%
Certificates of deposit		226,278		1,973		3.46	%		313,582		3,315		4.21	%
Short-term borrowings		117,898		1,204		4.05	%		93,200		1,128		4.81	%
Other borrowings		11,479		153		5.29	%		11,690		173		5.89	%
Total interest-bearing liabilities		1,285,048		9,632		2.97	%		1,225,519		9,883		3.21	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		401,367							404,428
Other liabilities		24,705							17,076
Stockholders' equity		219,278							209,864
Total liabilities and stockholders' equity	$	1,930,398						$	1,856,887
Net interest income			$	17,392						$	15,555
Interest rate spread ⁽⁴⁾						2.91	%						2.57	%
Net interest margin ⁽⁵⁾						3.80	%						3.56	%
Ratio of average interest-earning assets to average interest-bearing liabilities						143.32	%						144.32	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $270 and $280 for the three months ended December 31, 2025 and 2024, respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

	For the Three Months Ended
	December 31,							September 30,
	2025							2025
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,594,562	$	25,055		6.24	%	$	1,605,733	$	25,485		6.30	%
Investment securities^{(1) (2)}		179,990		1,371		3.58	%		188,211		1,496		3.69	%
Interest-earning deposits with other banks ⁽³⁾		67,152		598		3.53	%		70,727		627		3.52	%
Total interest-earning assets		1,841,704		27,024		5.88	%		1,864,671		27,608		5.93	%
Noninterest-earning assets		88,694							83,217
Total assets	$	1,930,398						$	1,947,888
Interest-bearing liabilities:
Interest-bearing demand deposits	$	228,905	$	1,207		2.09	%	$	233,106	$	1,331		2.27	%
Money market deposits		521,393		4,669		3.55	%		479,785		4,143		3.43	%
Savings deposits		179,095		426		0.94	%		184,146		440		0.95	%
Certificates of deposit		226,278		1,973		3.46	%		324,516		3,058		3.74	%
Short-term borrowings		117,898		1,204		4.05	%		82,306		918		4.43	%
Other borrowings		11,479		153		5.29	%		11,532		153		5.26	%
Total interest-bearing liabilities		1,285,048		9,632		2.97	%		1,315,391		10,043		3.03	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		401,367							398,307
Other liabilities		24,705							14,912
Stockholders' equity		219,278							219,278
Total liabilities and stockholders' equity	$	1,930,398						$	1,947,888
Net interest income			$	17,392						$	17,565
Interest rate spread ⁽⁴⁾						2.91	%						2.90	%
Net interest margin⁽⁵⁾						3.80	%						3.79	%
Ratio of average interest-earning assets to average interest-bearing liabilities						143.32	%						141.76	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $270 and $271 for the three months ended December 31, 2025 and September 30, 2025 respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

	For the Twelve Months Ended
	December 31,							December 31,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,578,420	$	99,049		6.28	%	$	1,501,138	$	92,566		6.17	%
Investment securities^{(1) (2)}		187,954		5,843		3.65	%		191,685		5,889		3.61	%
Interest-earning deposits with other banks⁽³⁾		66,638		2,449		3.68	%		62,463		2,807		4.49	%
Total interest-earning assets		1,833,012		107,341		5.91	%		1,755,286		101,262		5.83	%
Noninterest-earning assets		83,968							88,358
Total assets	$	1,916,980						$	1,843,644
Interest-bearing liabilities:
Interest-bearing demand deposits	$	225,015	$	5,045		2.24	%	$	213,647	$	4,293		2.01	%
Money market deposits		487,287		16,941		3.48	%		348,065		13,498		3.88	%
Savings deposits		186,293		1,658		0.89	%		197,422		1,325		0.67	%
Certificates of deposit		277,382		10,277		3.70	%		326,559		14,147		4.33	%
Short-term borrowings		99,527		4,339		4.36	%		122,506		6,616		5.40	%
Other borrowings		11,559		589		5.10	%		11,765		703		5.98	%
Total interest-bearing liabilities		1,287,063		38,849		3.02	%		1,219,964		40,582		3.33	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		396,880							399,430
Other liabilities		17,642							16,883
Stockholders' equity		215,395							207,367
Total liabilities and stockholders' equity	$	1,916,980						$	1,843,644
Net interest income			$	68,492						$	60,680
Interest rate spread⁽⁴⁾						2.89	%						2.50	%
Net interest margin⁽⁵⁾						3.80	%						3.52	%
Ratio of average interest-earning assets to average interest-bearing liabilities						142.42	%						143.88	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $1,080 and $1,131 for the twelve months ended December 31, 2025 and 2024, respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

Source: View Original Filing on SEC EDGAR

FAQ

How did Middlefield Banc Corp. (MBCN) perform financially in 2025?

Middlefield Banc Corp. delivered higher earnings in 2025, with net income of $19.4 million versus $15.5 million in 2024. Diluted EPS increased to $2.39 from $1.92, driven by growth in net interest income, wider margins, and modest balance sheet expansion.

What were Middlefield Banc Corp.’s key revenue and margin trends for 2025?

Net interest income rose to $68.5 million in 2025 from $60.7 million in 2024, and the full‑year net interest margin improved to 3.80% from 3.52%. Noninterest income also increased, reaching $9.3 million compared with $7.2 million the prior year.

How did Middlefield Banc Corp.’s balance sheet change in 2025?

At December 31, 2025, total assets increased to $1.90 billion from $1.85 billion a year earlier. Total loans were $1.59 billion and deposits were $1.47 billion, reflecting growth in key lending segments and money market deposit balances.

What is the status of Middlefield Banc Corp.’s merger with Farmers National Banc Corp.?

Middlefield’s CEO reiterated the company is focused on completing its merger with Farmers National Banc Corp.. The transaction is expected to close in the first quarter of 2026, subject to customary conditions, and is intended to create additional opportunities for stakeholders.

How did asset quality and credit metrics trend for Middlefield Banc Corp. in 2025?

Asset quality improved in 2025. Nonperforming assets declined to $17.0 million from $30.0 million a year earlier. The allowance for credit losses was $22.7 million, or 1.43% of total loans, providing a substantial reserve relative to problem assets.

What dividends did Middlefield Banc Corp. pay to shareholders in 2025?

For 2025, Middlefield declared cash dividends of $0.84 per share, totaling $6.8 million, up from $0.80 per share and $6.5 million in 2024. The company did not repurchase common stock during 2025, after repurchasing 43,858 shares in 2024.

How did Middlefield Banc Corp.’s capital ratios and book value change in 2025?

Stockholders’ equity increased to $229.6 million at year-end 2025 from $210.6 million in 2024. Book value per share rose to $28.26, while tangible book value per share climbed to $23.22. The equity‑to‑assets ratio improved to 12.07%.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 1.1 MB

Earnings climb at Middlefield Banc Corp. (NASDAQ: MBCN) as 2025 margin and credit improve