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.
Middlefield Banc Corp. filings document the former bank holding company's financial results, dividend actions, governance matters, equity-compensation arrangements and material-event disclosures tied to its common stock on the Nasdaq Capital Market. The record includes Form 8-K disclosures for operating results, cash dividends, compensatory arrangements and transaction-related corporate actions.
After the completed merger into Farmers National Banc Corp., Middlefield's regulatory record includes a Nasdaq Form 25 delisting notice for its common stock and a Form 15 certification terminating registration or suspending reporting duties under the Exchange Act, signed by Farmers as successor by merger.
Middlefield Banc Corp. announced that independent proxy advisory firm ISS has recommended shareholders vote “FOR” all proposals at the upcoming virtual Special Meeting on February 10, 2026, including the proposed merger with Farmers National Banc Corp.
The board is urging shareholders to vote by February 9, 2026, at 11:59 p.m. and provides a proxy solicitor contact for assistance. Middlefield highlights its $1.98 billion in total assets as of September 30, 2025 and its network of 21 banking centers across Ohio. The release also reminds investors to review the joint proxy statement/prospectus and outlines forward-looking risk factors that could affect the merger and future performance.
Middlefield Banc Corp Chief Executive Officer and director Ronald L. Zimmerly Jr. reported equity compensation activity on January 14, 2026. He acquired 2,288 shares of common stock at $34.50 per share through the vesting of restricted stock granted on January 14, 2025, which vested on its first anniversary. On the same date, 758 shares were disposed of at $34.50 under code F, reflecting shares withheld to cover obligations associated with the vesting, leaving 50,734.283 common shares owned directly, plus 8,786 shares held indirectly in an IRA.
Zimmerly also reported derivative holdings in the form of conditional stock awards for 4,520 shares expiring on August 30, 2027 and 4,576 shares expiring on January 14, 2028. These restricted stock awards vest ratably over three years, require continued employment with Middlefield for each vesting date, and do not provide voting rights, dividends, or other shareholder rights until they vest. Each restricted stock unit represents the right to receive one share of common stock at settlement.
Middlefield Banc Corp EVP/CHRO Sarah A. Winters reported equity transactions in company common stock. On January 14, 2026, she acquired 942 shares of common stock at $34.5 per share through the vesting of restricted stock granted on January 14, 2025. On the same date, 324 shares were disposed of at $34.5 per share, reflecting shares withheld to cover obligations associated with the vesting, leaving her with 4,910 directly held shares of common stock.
The filing also notes two outstanding conditional stock awards covering 1,708 and 1,886 shares of common stock. These restricted stock awards vest ratably over three years, provided Mrs. Winters remains continuously employed by Middlefield as of each vesting date, and they carry no voting, dividend, or other shareholder rights until they vest. Each restricted stock unit represents the right to receive one share of common stock at settlement.
Middlefield Banc Corp executive Thomas M. Wilson, EVP-Chief Strategy Officer, reported equity award activity and updated holdings. On January 14, 2026, he acquired 895 shares of common stock at $34.50 per share through the vesting of restricted stock originally granted on January 14, 2025. On the same date, 307 shares at $34.50 per share were disposed of under code F, typically used for shares withheld to cover taxes on vesting.
After these transactions, Wilson directly owned 9,636 shares of common stock and indirectly owned 12,498 shares held in an IRA. He also held two conditional stock awards covering 1,708 and 1,790 shares of common stock, which vest ratably over three years if he remains continuously employed, and do not carry voting, dividend, or other shareholder rights until vested.
Middlefield Banc Corp EVP/CFO Michael Ranttila reported equity award activity in company stock. On January 14, 2026, he acquired 1,477 shares of common stock at $34.50 per share through the vesting of previously granted restricted stock, bringing his directly held position to 19,957.1 shares before related share withholding. On the same date, 438 shares at $34.50 per share were disposed of under code F, typically used for tax withholding, leaving 19,519.1 shares of common stock held directly.
He also indirectly holds 50 shares as custodian for his grandson and 300 shares in an IRA. In addition, he holds two outstanding restricted stock awards covering 3,014 shares and 2,956 shares of common stock, which vest ratably over three years if he remains continuously employed. These awards do not provide voting rights, dividends, or other shareholder rights until they vest.
Middlefield Banc Corp EVP and Chief Credit Officer Rebecca A. Noblit reported routine equity transactions in company stock. On January 14, 2026, she acquired 966 shares of common stock at $34.50 per share (transaction code A), reflecting the vesting of restricted stock granted on January 14, 2025. On the same date, she disposed of 327 shares at $34.50 per share (transaction code F), leaving her with 7,848 common shares held directly.
She also holds derivative awards labeled as conditional stock awards. One award covers 1,708 shares of common stock exercisable until September 6, 2027, and another covers 1,934 shares exercisable until January 14, 2028. Footnotes explain these restricted stock awards vest ratably over three years if she remains continuously employed, confer no voting or dividend rights until vesting, and each unit represents the right to receive one share of common stock at settlement.
Middlefield Banc Corp EVP and Chief Risk Officer Courtney M. Erminio reported equity award activity in company stock. On January 14, 2026, she acquired 942 shares of common stock at $34.5 per share, reflecting the vesting of restricted stock granted on January 14, 2025. On the same date, 317 shares at $34.5 per share were disposed of in a transaction coded "F," representing shares withheld to cover obligations associated with the vesting.
After these transactions, Erminio beneficially owns 8,098.991 shares of common stock directly, including shares acquired under the MBCN Dividend Reinvestment Plan and shares held jointly with her spouse. She also holds two conditional restricted stock awards covering 1,708 shares and 1,886 shares of common stock, each vesting ratably over three years, contingent on her continued employment and providing no voting or dividend rights until vested.
Middlefield Banc Corp. disclosed that its bank subsidiary’s Compensation Committee approved one-time cash bonuses for senior executives, payable on February 6, 2026. President and CEO Ronald L. Zimmerly, Jr. will receive $49,935.08, Chief Financial Officer 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 bank’s short-term cash Annual Incentive Plan for these executives. For 2026, payouts are expected in the first quarter of 2026 on a pro rata basis, assuming shareholder and regulatory approvals for the pending merger with Farmers National Banc Corp. and an anticipated March 2026 closing. Performance measures focus on maintaining service levels during the merger transition, completing integration tasks with Farmers National Banc Corp. and The Farmers National Bank of Canfield, and timely regulatory disclosures.
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 EVP-Chief Banking Officer Michael L. Cheravitch reported routine equity compensation activity. On January 14, 2026, he acquired 876 shares of common stock at $34.50 per share through the vesting of restricted stock granted on January 14, 2025. On the same date, 301 shares at $34.50 per share were withheld (coded "F") to cover taxes, leaving him with 6,500 common shares held directly.
He also holds two outstanding conditional stock awards. One covers 1,708 shares of common stock scheduled to vest by September 6, 2027, and another covers 1,754 shares scheduled to vest by January 14, 2028. These restricted stock awards vest ratably over three years, and until vesting they carry no voting, dividend, or other shareholder rights.