MIDDLEFIELD BANC CORP 8-K

What Happened
Middlefield Banc Corp. (MBCN) filed an 8-K on February 10, 2026, reporting that its shareholders approved the Agreement and Plan of Merger with Farmers National Banc Corp. at a virtual special meeting held the same day. There were 8,090,067 common shares outstanding as of the record date; 6,893,275.428709 shares (85.21%) were present in person or by proxy. The merger vote passed (Proposal 1), and a related advisory vote on merger-related executive compensation (Proposal 2) and an adjournment proposal (Proposal 3) were also approved. Farmers and Middlefield issued a joint press release (Exhibit 99.1) and expect the merger to close in the first quarter of 2026, subject to customary closing conditions.

Key Details

• Shares outstanding (record date): 8,090,067; shares present/voting: 6,893,275.428709 (85.21%).
• Proposal 1 (Merger): For 6,327,107.748607; Against 366,618.831715; Abstain 199,544.926881 — Proposal approved.
• Proposal 2 (Advisory compensation): For 5,822,230.136750; Against 863,747.740639; Abstain 207,297.551320 — Advisory approval.
• Proposal 3 (Adjournment): For 6,212,799.006881; Against 511,020.830451; Abstain 169,455.591377 — Approved (adjournment not needed).

Why It Matters
Shareholder approval is a required step that moves the merger toward closing; with the votes in favor, the companies expect to complete the transaction in Q1 2026, subject to remaining conditions. The advisory vote on executive compensation passed (non‑binding), which signals shareholder consent to the disclosed merger-related pay arrangements. Investors should watch for the companies’ closing notice, any regulatory approvals, and the final transaction details in subsequent filings and press releases.