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 EVP/CFO Michael Ranttila reported equity compensation activity in company common stock. On February 23, 2026, he acquired 3,013 shares, 2,955 shares, and 12,467 shares at $35.18 per share through grants classified as accelerated vesting of restricted stock units (RSUs) and performance stock units (PSUs) approved by the Middlefield Compensation Committee.
To cover tax obligations, 5,087 shares were disposed of through share withholding, leaving 32,867.1 shares held directly afterward. He also reports indirect ownership of 50 shares as custodian for a grandson and 300 shares held in an IRA.
MIDDLEFIELD BANC CORP executive Michael L. Cheravitch reported equity compensation changes involving the company’s common stock. On February 23, 2026, he recorded several acquisitions of shares at $35.18 per share, reflecting accelerated vesting of restricted stock units and performance share units approved by the Compensation Committee.
The filing also shows a disposition of 3,668 shares at $35.18 per share coded as a tax-withholding transaction, meaning shares were surrendered to cover tax liabilities rather than sold in the open market. After these transactions, his directly held balance reported in one line was 15,691 common shares.
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. and Farmers National Banc Corp. have obtained all regulatory approvals needed to complete their planned merger. The companies expect the merger, under an agreement dated October 22, 2025, to close during the first quarter of 2026, subject to customary closing conditions.
Farmers, a diversified financial services company headquartered in Canfield, Ohio, reported $5.2 billion in banking assets and $4.7 billion in wealth management assets under care as of December 31, 2025. Shareholders have received a joint proxy statement/prospectus via an effective Form S-4 registration statement and are urged to review it carefully.
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. common stock ownership shifted as Castle Creek reduced its stake. Castle Creek Capital Partners VI, LP sold 247,653 shares of Voting Common Stock between December 12, 2025 and February 2, 2026 for proceeds of $8,546,310.15 in open-market transactions.
After these sales, the fund owns 312,847 shares, or about 3.9% of Middlefield Banc's 8,090,067 Voting Common shares outstanding as of December 12, 2025. As of February 2, 2026, the reporting persons ceased to be beneficial owners of more than five percent of the company's Voting Common Stock.