Welcome to our dedicated page for Middlefield Banc SEC filings (Ticker: MBCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Middlefield Banc Corp. (NASDAQ: MBCN) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, with AI-powered tools to help interpret key documents. Middlefield Banc Corp. is a Middlefield, Ohio-based bank holding company for The Middlefield Banking Company, and its filings provide detailed information on its commercial banking operations, financial performance, capital actions, and corporate transactions.
Investors can review current reports on Form 8-K, which Middlefield uses to report material events such as quarterly cash dividend declarations, financial results releases, investor presentations, executive compensation decisions, and the signing of significant agreements. For example, 8-K filings dated May 12, 2025, August 11, 2025, and November 17, 2025 describe Board-approved quarterly cash dividends of $0.21 per common share, while other 8-Ks furnish press releases on six-month and nine-month 2025 financial results and provide access to investor presentation materials.
A notable 8-K filed on October 27, 2025 outlines the Agreement and Plan of Merger between Middlefield Banc Corp. and Farmers National Banc Corp., including the exchange ratio, conditions to closing, and related voting agreements. Another 8-K filed on October 22, 2025 furnishes the joint press release and investor presentation describing the planned all-stock merger and the combined organization’s expected scale and branch network. These filings are central for understanding the proposed transaction and its implications for MBCN shareholders.
Additional 8-K filings, such as the December 12, 2025 report, detail executive compensation and equity award actions, including bonuses and accelerated vesting of restricted stock and performance share units, with related exhibit forms. Together with Middlefield’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q (referenced in the 8-Ks), these documents provide a comprehensive view of the company’s financial condition, risk factors, and governance.
On Stock Titan, AI-generated summaries highlight the most important points from lengthy filings, helping users quickly understand dividend decisions, merger terms, capital and liquidity disclosures, and changes in executive compensation. Real-time updates from EDGAR ensure that new Middlefield Banc Corp. filings, including 10-Ks, 10-Qs, and Forms 4 reporting insider transactions when available, are accessible with concise explanations of what they mean for investors.
Middlefield Banc Corp executive Michael Ranttila, EVP/CFO, reported multiple stock transactions in company shares. On December 17, 2025, he acquired 3,558 shares of common stock at
Middlefield Banc Corp executive Rebecca A. Noblit, EVP-Chief Credit Officer, acquired 676 shares of common stock at $37 on December 17, 2025, increasing her direct holdings to 7,402 shares before tax withholding. On the same date, 193 shares were disposed of at $37, reflecting shares withheld for taxes, leaving her with 7,209 shares held directly. She also holds derivative awards in the form of restricted stock, including 1,708 shares scheduled to vest by September 6, 2027 and 2,900 shares scheduled to vest by January 14, 2028, each representing the right to receive one share of common stock upon settlement, subject to continued employment and other vesting conditions.
Middlefield Banc Corp executive Michael L. Cheravitch, EVP-Chief Banking Officer, reported equity transactions in company stock. On December 17, 2025, he acquired 5,204 shares of common stock at $37 per share and had 1,514 shares withheld or disposed of at the same price, leaving him with 4,295 directly owned shares of common stock.
He also holds several conditional stock awards that can convert into common shares if service and vesting conditions are met, including awards tied to 2,300, 1,708, and 2,630 shares with vesting schedules extending to late 2025 and into 2028. Some awards relate to performance share units and restricted stock that require continued employment and do not carry voting or dividend rights until vested.
Middlefield Banc Corp executive Courtney M. Erminio, EVP/Chief Risk Officer, reported multiple equity transactions and awards in company stock. On 12/17/2025, she acquired 2,035 shares of common stock at $37 per share in one transaction and 2,204 shares at $37 per share in a second transaction, and disposed of 1,202 shares at $37 with transaction code “F.” After these trades, she directly owned 7,473.991 common shares and 150.525 shares were held jointly with her spouse.
The filing also shows derivative holdings through conditional stock awards. One award relates to 1,708 shares of common stock with an expiration date of 09/06/2027, and another relates to 2,828 shares with an expiration date of 01/14/2028, both held directly. Explanatory notes state that certain conditional stock and performance share unit award agreements were amended to accelerate restricted stock and performance share unit grants, and that these grants generally vest ratably over three years if Mrs. Erminio remains continuously employed. Each restricted stock unit represents the right to receive one share of common stock at settlement.
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. (MBCN) reported stronger Q3 2025 results. Net income rose to
Total assets were
Noninterest income improved to
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. entered into a definitive Agreement and Plan of Merger to combine with Farmers National Banc Corp., with Farmers surviving. Each outstanding Middlefield common share will be converted into 2.60 Farmers common shares; cash will be paid in lieu of fractional shares. A bank merger is expected promptly after closing, with The Middlefield Banking Company merging into The Farmers National Bank of Canfield.
Closing is expected in the first quarter of 2026, subject to shareholder approvals of both companies, effectiveness of a Form S-4, Nasdaq listing approval for the new shares, required regulatory approvals, and a tax reorganization opinion. Middlefield RSUs will fully vest (performance awards at maximum) and convert based on the 2.60 exchange ratio, net of tax withholding. Two Middlefield directors will join Farmers’ board, one to a Class II seat through the 2027 meeting and one to a Class III seat through the 2028 meeting. The merger agreement includes termination rights and a
Middlefield Banc Corp. (MBCN) announced a definitive agreement to merge with Farmers National Banc Corp., subject to regulatory and shareholder approvals. The combination aims to streamline operations and broaden products and digital capabilities while maintaining local decision‑making.
Closing is expected in the first quarter of 2026, with system conversion anticipated in the third quarter of 2026. The combined organization is expected to have approximately $7.5 billion in assets, close to 900 employees, and about 83 branch locations. After legal close, three overlapping Middlefield branches in Cortland, Mantua, and Beachwood may close between August 1 and December 31, 2026, subject to regulatory approval; non‑manager retail staff will be retained and reassigned.
Farmers will file an S‑4 to register the shares to be issued to Middlefield shareholders, and a joint proxy statement/prospectus will be provided. Investors are urged to read these materials when available.