[8-K] Middlefield Banc Corp. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Quarterly cash dividend declared at $0.21 per common share
• Dividend amount unchanged from prior quarter
• Dividend payable on September 12, 2025 with record date August 29, 2025
• Total assets reported at $1.92 billion as of June 30, 2025
• Operates 21 full-service banking centers and one loan production office
• Press release announcing the declaration filed as Exhibit 99.1

Negative

• None.

Insights

Financial Analyst

TL;DR: Board declared an unchanged quarterly cash dividend of $0.21; company reports $1.92B assets and a 21-branch network.

The filing records a routine dividend declaration of $0.21 per share, with clear record and payable dates and a press release filed as Exhibit 99.1. The report also discloses balance-sheet scale at $1.92 billion in total assets as of June 30, 2025, and the operating footprint of 21 full-service banking centers and one loan production office. These items are standard disclosures for a bank holding company and present no new financial surprises in the filing itself.

Corporate Governance Expert

TL;DR: The Board maintained the quarterly cash payout and furnished the related press release as Exhibit 99.1, reflecting a routine corporate action.

The document formally records the Board's approval of the dividend and the exhibit filing. It includes the required information on dividend amount, payable and record dates, and identifies the corporate registrant and its operating subsidiary. The filing follows standard disclosure procedures for a Section 13/15(d) current report and does not disclose governance changes or other corporate actions beyond the dividend declaration.

MIDDLEFIELD BANC CORP false 0000836147 0000836147 2025-08-11 2025-08-11

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

August 11, 2025

(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 8.01 OTHER EVENTS

On August 11, 2025 the Board of Directors of Middlefield Banc Corp. (the “Company”), Middlefield, Ohio, approved a quarterly cash dividend of $0.21 per common share. This is unchanged from the $0.21 cash dividend paid in the previous quarter.

The cash dividends are payable on September 12, 2025 to shareholders of record on August 29, 2025.

A press release announcing this declaration is included as Exhibit 99.1 to this current report on Form 8-K.

Middlefield Banc Corp. is a bank holding company with total assets of $1.92 billion at June 30, 2025. The Company’s subsidiary bank, The Middlefield Banking Company, operates 21 full-service banking centers and one loan production office at locations in Northeast Ohio, Central, and Western Ohio.

Middlefield Banc Corp. may be accessed at www.middlefieldbank.bank. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “MBCN”.

ITEM 9.01(d) EXHIBITS

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

(a) Exhibits.

99.1		August 11, 2025 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: August 11, 2025						/s/ Ronald L. Zimmerly, Jr
						President and Chief Executive Officer

FAQ

What dividend did Middlefield Banc Corp (MBCN) declare?

The Board declared a quarterly cash dividend of $0.21 per common share, unchanged from the previous quarter.

When is the MBCN dividend payable and what is the record date?

The dividend is payable on September 12, 2025 to shareholders of record on August 29, 2025.

Where can I find the press release for Middlefield Banc Corp's dividend?

The press release announcing the declaration is furnished as Exhibit 99.1 to the current report.

What size is Middlefield Banc Corp's balance sheet?

The company reported $1.92 billion in total assets as of June 30, 2025.

How many branches does Middlefield Banking Company operate and what is the ticker?

The subsidiary operates 21 full-service banking centers and one loan production office. The common shares trade on NASDAQ under MBCN.