MIDDLEFIELD BANC CORP 8-K

What Happened
Middlefield Banc Corp (MBCN) announced in an 8-K filed Feb 12, 2026, that its board approved termination of three supplemental executive retirement plans (SERPs) for President & CEO Ronald L. Zimmerly effective February 9, 2026. The terminations — the 2012 SERP, the 2015 SERP, and the Second 2015 SERP — were made in connection with the pending merger of Middlefield Banc Corp. with and into Farmers National Banc Corp. Payments of compensation deferred under the terminated SERPs are to be made on the last business day before the Merger is consummated. As part of the termination, Mr. Zimmerly will receive transfer of seven bank‑owned annuity contracts with an estimated account value of $833,864. The SERP documents are incorporated by reference to Middlefield’s Form 10-Q filed May 14, 2024.

Key Details

• Board approved termination date: February 9, 2026.
• Affected plans: 2012 SERP (effective Jan 1, 2012), 2015 SERP (adopted Oct 1, 2015), and Second 2015 SERP (adopted Oct 1, 2015).
• Payment timing: deferred compensation to be paid on the last business day prior to Merger consummation.
• Asset transfer: seven bank-owned annuity contracts with estimated account value of $833,864 to be transferred to Mr. Zimmerly.

Why It Matters
The filing documents a finalized change to the CEO’s retirement arrangements tied to the company’s pending merger. For investors, this means Middlefield is settling certain executive compensation obligations now and will transfer specified annuity assets to the CEO rather than keeping those obligations on the company’s books after the merger. The payment timing is explicitly linked to the Merger closing; for full terms and amounts, investors should review the cited SERP exhibits in the May 14, 2024 Form 10-Q.