# MIDDLEFIELD BANC CORP — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_89e7c99dd232f7cdcf32 · retrieved 2026-08-11T15:49:12.013Z

## Overview
Middlefield Banc Corp. is the holding company for The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025, operating 21 full-service banking centers and an LPL Financial brokerage office across Ohio.

Middlefield Banc Corp. announced that Institutional Shareholder Services (ISS), an independent proxy advisory firm, has recommended shareholders vote "FOR" all proposals at the Special Meeting of Shareholders scheduled for February 10, 2026, including the proposed merger of Middlefield into Farmers National Banc Corp. (NASDAQ: FMNB). The merger would combine Middlefield, the holding company for The Middlefield Banking Company with $1.98 billion in total assets as of September 30, 2025, with Farmers National Banc Corp., the holding company for The Farmers National Bank of Canfield. Shareholders are urged to vote by the deadline of February 9, 2026, at 11:59 p.m., ET.

## Terms
- Counterparty: Farmers National Banc Corp. · Deal value: $7.20B · Consideration: stock

## Key dates
- Announced 2026-01-06 · Vote 2026-02-10 · Expiry 2026-02-09 · Expected close 2026-03-31 · Completed 2026-03-02

## Timeline
- 2026-01-06 · 425 (0001193125-26-003480): 425 - MIDDLEFIELD BANC CORP — *Middlefield Banc Corp is a state commercial bank holding company based in Middlefield, Ohio, with operations through its subsidiary The Middlefield Banking Company.* Middlefield Banc Corp shareholders are being urged to vote on a proposed merger with Farmers National Bank Corp, with a voting deadline of February 9, 2026 at 11:59pm ET. The merger will create a combined entity with $7.2 billion in assets as of September 30, 2025, and 83 combined branches serving Northeast and Central Ohio and Western Pennsylvania. The transaction is expected to deliver enhanced profitability through increased operating leverage and meaningful earnings per share accretion.
  https://www.sec.gov/Archives/edgar/data/836147/0001193125-26-003480.txt
- 2026-01-16 · 425 (0001193125-26-014712): 425 - MIDDLEFIELD BANC CORP — *Middlefield Banc Corp. is a state commercial bank holding company incorporated in Ohio.* Middlefield Banc Corp. agreed to merge with and into Farmers National Banc Corp., with Farmers as the surviving entity, pursuant to an Agreement and Plan of Merger dated October 22, 2025. Farmers filed a Form S-4 registration statement to register shares of Farmers common stock to be issued to Middlefield shareholders in the merger. The Registration Statement was declared effective on December 15, 2025, and included a joint proxy statement/prospectus. The definitive joint proxy statement was sent to shareholders of both companies seeking approval of the proposed merger. The merger is anticipated to close in March 2026, subject to receipt of shareholder and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/836147/0001193125-26-014712.txt
- 2026-01-30 · 425 (0001193125-26-030520): 425 - MIDDLEFIELD BANC CORP — *Middlefield Banc Corp. is the holding company for The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025, operating 21 full-service banking centers and an LPL Financial brokerage office across Ohio.* Middlefield Banc Corp. announced that Institutional Shareholder Services (ISS), an independent proxy advisory firm, has recommended shareholders vote "FOR" all proposals at the Special Meeting of Shareholders scheduled for February 10, 2026, including the proposed merger of Middlefield into Farmers National Banc Corp. (NASDAQ: FMNB). The merger would combine Middlefield, the holding company for The Middlefield Banking Company with $1.98 billion in total assets as of September 30, 2025, with Farmers National Banc Corp., the holding company for The Farmers National Bank of Canfield. Shareholders are urged to vote by the deadline of February 9, 2026, at 11:59 p.m., ET.
  https://www.sec.gov/Archives/edgar/data/836147/0001193125-26-030520.txt
- 2026-03-02 · 25-NSE (0001354457-26-000225): 25-NSE
  https://www.sec.gov/Archives/edgar/data/836147/000135445726000225/xslF25X02/primary_doc.xml
- 2026-03-12 · 15-12G (0001437749-26-007835): 15-12G FORM 15-12G
  https://www.sec.gov/Archives/edgar/data/836147/000143774926007835/mbcn20260312_1512g.htm

## Citations
- 0001193125-26-003480 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526003480
- 0001193125-26-014712 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526014712
- 0001193125-26-030520 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526030520
- 0001354457-26-000225 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000135445726000225
- 0001437749-26-007835 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926007835