MIDDLEFIELD BANC CORP 8-K

What Happened

• Middlefield Banc Corp. (MBCN) and Farmers National Banc Corp. (“Farmers”) announced they have received all necessary regulatory approvals for their pending merger. The companies expect the merger to be completed during the first quarter of 2026, though closing remains subject to customary conditions.
• The merger is governed by an Agreement and Plan of Merger dated October 22, 2025. Farmers filed a Form S-4 registration statement to register the Farmers common shares to be issued to Middlefield shareholders; that Registration Statement was declared effective December 15, 2025, and the definitive joint proxy statement/prospectus has been sent to shareholders. A Farmers press release dated February 5, 2026 (Exhibit 99.1) was attached to the 8-K.

Key Details

• Regulatory approvals for the transaction have been received (filing dated February 5, 2026).
• Expected close: during Q1 2026, but only upon satisfaction of customary closing conditions.
• Merger Agreement date: October 22, 2025.
• Form S-4 registration statement declared effective December 15, 2025; joint proxy/prospectus distributed to shareholders.

Why It Matters

• This is a material corporate transaction: if completed, Middlefield shareholders will receive Farmers common stock per the S-4/proxy terms and Middlefield will be combined into Farmers (Farmers to be the surviving entity).
• Shareholder approvals and satisfaction of closing conditions are still required—so timing and completion are not guaranteed.
• Investors should review the effective Registration Statement and the joint proxy/prospectus (available on the SEC website and each company’s investor pages) for the exchange terms, voting information, and risks disclosed by the companies before making any decisions.