Middlefield Banc Corp. Signs Material Definitive Agreement

TL;DR

MBCN signed a big deal, details TBD.

AI Summary

Middlefield Banc Corp. (MBCN) entered into a material definitive agreement on October 22, 2025. The filing does not disclose the specific details of this agreement, but it is classified as a significant event requiring an 8-K filing.

Why It Matters

This filing indicates a significant business development for Middlefield Banc Corp., potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• Middlefield Banc Corp. (company) — Registrant
• MBCN (company) — Ticker Symbol

FAQ

Key Financial Figures

• $12,000,000.00 — to pay to Farmers a termination fee of $12,000,000.00. The Company also has the right to ter

Filing Documents

• mbcn20251027c_8k.htm (8-K) — 46KB
• ex_877155.htm (EX-2.1) — 654KB
• 0001437749-25-031826.txt ( ) — 950KB
• mbcn-20251022.xsd (EX-101.SCH) — 3KB
• mbcn-20251022_def.xml (EX-101.DEF) — 11KB
• mbcn-20251022_lab.xml (EX-101.LAB) — 15KB
• mbcn-20251022_pre.xml (EX-101.PRE) — 11KB
• mbcn20251027c_8k_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 22, 2025, Middlefield Banc Corp. (the "Company") and Farmers National Banc Corp., an Ohio corporation and bank holding company ("Farmers"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Company will merge with and into Farmers (the "Merger"), with Farmers as the surviving entity in the Merger. Promptly following the consummation of the Merger, it is expected that The Middlefield Banking Company, the banking subsidiary of the Company ("Middlefield Bank") will merge with and into The Farmers National Bank of Canfield, the national banking subsidiary of Farmers ("Farmers Bank") (the "Bank Merger"). Farmers Bank will be the surviving bank in the Bank Merger (the "Surviving Bank"). A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each common share, without par value, of the Company ("Company Common Shares") issued and outstanding immediately prior to the Effective Time (except for certain Company Common Shares held directly by the Company or Farmers) will be converted into the right to receive 2.60 common shares, without par value, of Farmers ("Farmers Common Shares") (the "Exchange Ratio", and sometimes referred to as, the "Merger Consideration"). No fractional Farmers Common Shares will be issued in the Merger, and the Company's shareholders will be entitled to receive cash in lieu of such fractional Farmers Common Shares. At the Effective Time, each then-outstanding award of restricted stock units with respect to shares of Company Common Shares ("Company Restricted Share Award") will be deemed fully earned and vested (and with respect to any Company Restricted Share Award subject to performance-based vesting conditions, with performance goals deemed achieved based on the maximum performance level)

Forward-Looking Statements

Forward-Looking Statements This current report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are not statements of historical fact, but rather statements based on the Company's current expectations, beliefs and assumptions regarding the future of the Company's business, future plans and strategies, projections, anticipated events and trends, its intended results and future performance, the economy and other future conditions. Forward-looking statements are preceded by terms such as "will," "would," "should," "could," "may," "expect," "estimate," "believe," "anticipate," "intend," "plan" "project," or variations of these words, or similar expressions. Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Numerous uncertainties, risks, and changes could cause or contribute to the Company's actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, risks that the proposed merger transaction will not close when expected or at all because required regulatory, shareholder or other approvals or conditions to closing are delayed or not received or satisfied on a timely basis or at all; risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS The following exhibits are furnished to this Current Report on Form 8-K: (d) Exhibits. 2.1* Agreement and Plan of Merger by and between Farmers National Banc Corp. and Middlefield Banc Corp., dated as of October 22, 2025 104 Cover Page Interactive File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

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: October 27, 2025 /s/ Ronald L. Zimmerly, Jr President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR