Every 8-K that Middlefield Banc Corp. (MBCN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MBCN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MBCN filings page.
Middlefield Banc Corp. approved the immediate vesting of all outstanding equity awards under its 2017 Omnibus Equity Plan as of February 23, 2026, in connection with its previously disclosed planned merger into Farmers National Banc Corp. Performance-based awards will vest as if maximum performance goals were achieved.
The Compensation Committee’s action covers awards held by senior executives. For President and CEO Ronald L. Zimmerly, Jr., vested awards include restricted stock units of 4,520 and 4,576 shares and performance share units of 19,500 and 30,030 shares. CFO Michael C. Ranttila received 3,013 and 2,955 restricted stock units and 12,467 performance share units. Executive Vice President and Chief Banking Officer Michael L. Cheravitch received 1,707 and 1,753 restricted stock units and 2,000 and 7,399 performance share units.
Middlefield Banc Corp. reports that the board of The Middlefield Banking Company ended three supplemental executive retirement plans (SERPs) for President and CEO Ronald L. Zimmerly Jr., effective February 9, 2026. The SERPs are being terminated in connection with the pending merger of Middlefield Banc Corp. with and into Farmers National Banc Corp.
Compensation deferred under the SERPs will be paid on the last business day before the merger is completed. Mr. Zimmerly’s benefits include the transfer of seven bank-owned annuity contracts with an estimated account value of $833,864, consistent with the original SERP agreements incorporated by reference.
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.
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.
Middlefield Banc Corp. declared a quarterly cash dividend of $0.21 per common share for the 2026 first quarter, unchanged from the prior quarter. The dividend will be paid on February 27, 2026 to shareholders of record on February 17, 2026.
The company is a bank holding company with $1.98 billion in total assets as of September 30, 2025. Its subsidiary, The Middlefield Banking Company, operates 21 full-service banking centers, an LPL Financial brokerage office, and a loan production office across various markets in Ohio.
Middlefield Banc Corp. reported that it and Farmers National Banc Corp. have received all necessary regulatory approvals for their pending merger. The companies expect the merger to close during the first quarter of 2026, although completion still depends on satisfying customary closing conditions.
The filing highlights extensive forward-looking statement cautions, noting that timing, integration, market conditions, and customer and employee reactions could affect outcomes. It also explains that Farmers’ Form S‑4 registration statement for the merger became effective on December 15, 2025, and that a joint proxy statement/prospectus has been sent to shareholders, who can access all related SEC filings and materials at no cost.
Middlefield Banc Corp. reported that its bank’s Compensation Committee approved cash bonuses for three senior executives, payable on February 6, 2026. President and CEO Ronald L. Zimmerly Jr. will receive $49,935.08, CFO and Executive Vice President Michael C. Ranttila will receive $22,827.52, and Executive Vice President and Chief Banking Officer Michael L. Cheravitch will receive $18,547.49.
The committee also set 2026 award levels and performance goals under The Middlefield Banking Company’s Annual Incentive Plan. For 2026, incentive payouts are expected to be made on a pro rata basis in the first quarter, assuming shareholder and regulatory approvals of the pending merger with Farmers National Banc Corp. Performance measures focus on maintaining service levels during the merger transition, completing required integration tasks with Farmers National Banc Corp. and The Farmers National Bank of Canfield, and timely regulatory disclosures.
Middlefield Banc Corp. reported that its compensation committees approved year-end cash bonuses and accelerated equity awards for three senior executives.
The Middlefield Banking Company committee approved bonuses payable on December 26, 2025 of $230,987 for President and Chief Executive Officer Ronald L. Zimmerly, Jr., $105,594 for Chief Financial Officer, Executive Vice President and Treasurer Michael C. Ranttila, and $85,795 for Executive Vice President and Chief Banking Officer Michael L. Cheravitch.
The Banc Corp. committee approved additional bonuses of $40,000, $19,000, and $11,000 for Messrs. Zimmerly, Ranttila, and Cheravitch, and accelerated vesting by December 31, 2025 of restricted stock granted March 10, 2023, giving Mr. Zimmerly 4,653 shares and Mr. Ranttila 3,558 shares. It also accelerated vesting of performance share units granted August 6, 2024, so that Mr. Cheravitch will vest in 5,204 performance shares, Mr. Ranttila in 12,713, and Mr. Zimmerly in 10,161.
Middlefield Banc Corp. declared a quarterly cash dividend of $0.21 per common share, the same amount paid in the previous quarter. The dividend will be paid on December 12, 2025 to shareholders who are on record as of November 28, 2025. Middlefield Banc Corp. is a bank holding company with $1.98 billion in total assets as of September 30, 2025, and its subsidiary, The Middlefield Banking Company, operates 21 full-service banking centers and one loan production office across several regions in Ohio.
Middlefield Banc Corp. announced an all‑stock merger with Farmers National Banc Corp. in which each Middlefield common share will convert into 2.60 Farmers common shares, with cash paid only for fractional shares. Following closing, Middlefield Bank will merge into The Farmers National Bank of Canfield.
The agreement includes full vesting of Middlefield RSUs at maximum performance and conversion at the same exchange ratio. Farmers will expand its board by two seats and appoint two current Middlefield directors, with terms expiring at the 2027 and 2028 shareholder meetings. Closing is expected in the first quarter of 2026, subject to shareholder approvals, required regulatory approvals, Nasdaq listing of the new Farmers shares, and effectiveness of a Form S‑4. A termination fee of $12,000,000 may apply under specified conditions. Middlefield may terminate if Farmers’ 20‑day average price declines below 80% of a defined starting price and under a Nasdaq Bank Index collar, unless Farmers adjusts the exchange ratio.
Middlefield Banc Corp. (MBCN) announced it entered into an Agreement and Plan of Merger with Farmers National Banc Corp. The transaction provides for the merger of Middlefield into Farmers, combining the two Ohio-based bank holding companies.
The companies disclosed that Farmers expects to file a Form S-4 to register the Farmers common stock that will be issued to Middlefield shareholders, and a joint proxy statement/prospectus will seek approvals from both shareholder bases. The merger remains subject to customary conditions, including regulatory and shareholder approvals. A joint press release and an investor presentation outlining the deal were furnished as Exhibits 99.1 and 99.2.
Middlefield Banc Corp. (MBCN) furnished an 8-K under Item 2.02 announcing it issued a press release with financial results for the nine-month period ended September 30, 2025.
The press release is attached as Exhibit 99.1 and is incorporated by reference. This report is furnished, not filed, and includes customary forward-looking statements language.
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.