MBCN SEC申報文件 - Middlefield Banc Corp.-年度報告，委任書，招股章程

基本數據

CIK

836147

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Middlefield Banc Corp.

SEC Filings (Chronological Order)

本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。

March 12, 2026	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36613 Middlefield Banc Corp. (Exact name of registrant as specified in i
March 2, 2026	S-8 POS	As filed with the U.S. Securities and Exchange Commission on March 2, 2026 S-8 POS As filed with the U.S. Securities and Exchange Commission on March 2, 2026 Registration No. 333-218859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to: Form S-8 Registration Statement No. 333-218859 UNDER THE SECURITIES ACT OF 1933 Middlefield Banc Corp. (Exact name of registrant as specified in its charter) Ohio 34-1585111 (State o
February 27, 2026	S-3DPOS	As filed with the Securities and Exchange Commission on February 27, 2026 S-3DPOS As filed with the Securities and Exchange Commission on February 27, 2026 Registration No.
February 25, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 23, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 23, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 12, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 9, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 9, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 10, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 10, 2026	EX-99.1	Middlefield Banc Corp. Reports 2025 Twelve-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
February 10, 2026	EX-99.1	Farmers National Banc Corp. and Middlefield Banc Corp. Announce Shareholder Approvals for Merger EX-99.1 Exhibit 99.1 Farmers National Banc Corp. and Middlefield Banc Corp. Announce Shareholder Approvals for Merger CANFIELD, Ohio & MIDDLEFIELD, Ohio – February 10, 2026 – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield, and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking
February 10, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 9, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 9, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 9, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 9, 2026	EX-99.1	Middlefield Banc Corp. Announces 2026 First-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a
February 5, 2026	EX-99.1	Farmers National Banc Corp. and Middlefield Banc Corp. Announce Regulatory Approvals for Merger EX-99.1 Exhibit 99.1 Farmers National Banc Corp. and Middlefield Banc Corp. Announce Regulatory Approvals for Merger CANFIELD, Ohio & MIDDLEFIELD, Ohio – February 5, 2026 – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for
February 5, 2026	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc C 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 5, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2026 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 30, 2026	425	Independent Proxy Advisory Firm ISS Recommends Shareholders Vote “FOR” Middlefield Banc Corp. Proposed Merger with Farmers National Banc Corp. Recommendation Highlights Strategic Benefits and Value Creation of Merger The Board of Directors Urges Shar 425 Filed by Middlefield Banc Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. Commission File No.: 001-36613 Date: January 30, 2026 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELE
January 16, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 12, 2026 Date of Report (Date of earliest event reported) Middlefield Banc Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 12, 2026 Date of Report (Date of earliest event reported) Middlefield Banc Corp.
January 16, 2026	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 12, 2026 Date of Report (Date of earliest event reported) Middlefield Banc Co 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 12, 2026 Date of Report (Date of earliest event reported) Middlefield Banc Corp.
January 6, 2026	425	Filed by Middlefield Banc Corp. 425 Filed by Middlefield Banc Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. Commission File No.: 001-36613 Date: January 6, 2026 It is imperative forALL shareholders to VOTE your shares Voting deadline is February 9, 2026 at 11:59pm ET Your voting support on allp
December 19, 2025	DEFM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.
December 12, 2025	EX-10.29(4)	Amendment to Performance Share Unit Award Agreement EX-10.29(4) Exhibit 10.29.4 Amendment to Performance Share Unit Award Agreement This Amendment to Performance Share Unit Award Agreement (the “Amendment”) is entered into as of this day of December, 2025, by and between Middlefield Banc Corp., an Ohio corporation ( “Middlefield”) and (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed
December 12, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 8, 2025 Date of Report (Date of earliest event reported) Middlefield Banc Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 8, 2025 Date of Report (Date of earliest event reported) Middlefield Banc Corp.
December 12, 2025	EX-10.29(3)	Amendment to Performance Share Unit Award Agreement EX-10.29(3) Exhibit 10.29.3 Amendment to Performance Share Unit Award Agreement This Amendment to Performance Share Unit Award Agreement (the “Amendment”) is entered into as of this day of December, 2025, by and between Middlefield Banc Corp., an Ohio corporation ( “Middlefield”) and (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings
December 12, 2025	EX-10.29(2)	Amendment to Stock Award Agreement EX-10.29(2) Exhibit 10.29.2 Amendment to Stock Award Agreement This Amendment to Stock Award Agreement (the “Amendment”) is entered into as of this day of December, 2025, by and between Middlefield Banc Corp., an Ohio corporation ( “Middlefield”) and (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the Middlefield
November 17, 2025	EX-99.1	Middlefield Banc Corp. Announces 2025 Fourth-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
November 17, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 17, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 17, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 13, 2025	EX-10.41	Amended Change In Control Agreement Exhibit 10.4.1 Amended Change In Control Agreement This Amended Change in Control Agreement (this “Agreement”) is entered into effective as of this 28th day of February 2025, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Michael L. Cheravitch, Executive Vice President and Chief Banking Officer of Middlefield (the “Executive”). Whereas, recognizing the contribution
November 13, 2025	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe
October 27, 2025	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 27, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 27, 2025	EX-2.1	AGREEMENT AND PLAN OF MERGER by and between MIDDLEFIELD BANC CORP., FARMERS NATIONAL BANC CORP. Dated as of October 22, 2025 TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between MIDDLEFIELD BANC CORP., and FARMERS NATIONAL BANC CORP. Dated as of October 22, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Shares 2 1.5 Restricted Stock and Stock Options 3 1.6 Articles of Incorporation and Code of Regulations of the Surviving Company 3
October 27, 2025	EX-2.1	AGREEMENT AND PLAN OF MERGER by and between MIDDLEFIELD BANC CORP., FARMERS NATIONAL BANC CORP. Dated as of October 22, 2025 TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between MIDDLEFIELD BANC CORP., and FARMERS NATIONAL BANC CORP. Dated as of October 22, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Shares 2 1.5 Restricted Stock and Stock Options 3 1.6 Articles of Incorporation and Code of Regulations of the Surviving Company 3
October 27, 2025	425	Q&A Filed by Middlefield Banc Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. Commission File No.: 001-36613 Date: October 27, 2025 Q&A What is the announcement? Middlefield Banc Corp. and Farmers National Banc Corp. have entered into a definitive agreement to combine,
October 22, 2025	EX-99.2	EXHIBIT 99.2 Exhibit 99.2
October 22, 2025	425	Subject: Important Update: Merger with Farmers National Banc Corp Filed by Middlefield Banc Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. Commission File No.: 001-36613 Date: October 22, 2025 Subject: Important Update: Merger with Farmers National Banc Corp Dear Team, I’m sharing important news: Middlefield Banc Corp. has enter
October 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 22, 2025	425	We know today’s announcement brings questions—and we want to provide as much clarity as we can at this stage. Below are answers to common questions about the proposed merger between Middlefield Banc Corp. and Farmers National Banc Corp. Filed by Middlefield Banc Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. Commission File No.: 001-36613 Date: October 22, 2025 We know today’s announcement brings questions—and we want to provide as much clarity as we can at this stage. Below are answers to common
October 22, 2025	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 22, 2025	EX-99.1	Middlefield Banc Corp. Reports 2025 Nine-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
October 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 22, 2025	EX-99.1	Farmers National Banc Corp. and Middlefield Banc Corp. Announce Definitive Merger Agreement Exhibit 99.1 Farmers National Banc Corp. and Middlefield Banc Corp. Announce Definitive Merger Agreement - The merger will create the region’s premier community banking franchise with over $7 billion total assets - Unlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise - 83 branches serving Northeast and Central Ohio and Western Penns
October 22, 2025	EX-99.2	EXHIBIT 99.2 Exhibit 99.2
October 22, 2025	EX-99.1	Farmers National Banc Corp. and Middlefield Banc Corp. Announce Definitive Merger Agreement Exhibit 99.1 Farmers National Banc Corp. and Middlefield Banc Corp. Announce Definitive Merger Agreement - The merger will create the region’s premier community banking franchise with over $7 billion total assets - Unlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise - 83 branches serving Northeast and Central Ohio and Western Penns
August 12, 2025	EX-10.361	Form of a Restricted Share Unit Award Agreement for Non-Employee Directors of the Middlefield Banking Company under the 2018 Omnibus Equity Plan Exhibit 10.36.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Director”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay the Director a single share of Middlefield common stock (“Shar
August 12, 2025	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001
August 11, 2025	EX-99.1	Middlefield Banc Corp. Announces 2025 Third-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an
August 11, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 11, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 11, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 28, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 MIDDLEFIELD BANC CO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N
July 28, 2025	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, EX-99.1 Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2025 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s pl
July 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 22, 2025	EX-99.1	Middlefield Banc Corp. Reports 2025 Six-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
June 2, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 MIDDLEFIELD BANC COR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No
June 2, 2025	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2025 First Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra
May 19, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 14, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 14, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 13, 2025	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00
May 12, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 12, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 12, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 12, 2025	EX-99.1	Middlefield Banc Corp. Announces 2025 Second-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
April 24, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Cor UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
April 24, 2025	EX-99.1	Middlefield Banc Corp. Reports 2025 Three-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
April 4, 2025	ARS	ARS 22 Middlefield Banc Corp. 2024 Summary Annual Report 20 24 FOUNDATION For Success SUMMARY ANNUAL REPORT23 Middlefield Banc Corp. 2024 Summary Annual Report 0 500000 1000000 1500000 2000000 0 5000 10000 15000 20000 0 3 6 9 12 15 0.0 0.2 0.4 0.6 0.8 1.0 $1,391,979 $1,331,006 $1,687,682 $1,822,883 $1,853,359 Return on Average Equity 8.83% 7.48% 6.07% 11.25% (1) 12.74% (1) 2022 includes $2.3 million i
April 4, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
March 13, 2025	EX-21	Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser
March 13, 2025	EX-19	Insider Trading Policy Exhibit 19 MIDDLEFIELD BANC CORP. STATEMENT OF POLICY TO: All Employees, Officers, and Directors of Middlefield Banc Corp. and subsidiaries FROM: Michael C. Ranttila Executive Vice President - Chief Financial Officer and Treasurer RE: Pre-Clearance and Blackout Periods Procedures for Transactions in Middlefield Banc Corp. stock Date: February 10, 2025 You must not purchase or sell Middlefield Banc
March 13, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3
February 28, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 28, 2025 Date of Report (Date of earliest event reported) Middlefield Banc Corp.
February 10, 2025	EX-99.1	Middlefield Banc Corp. Announces a 5% Increase in the 2025 First-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an
February 10, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 27, 2025	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, EX-99.1 Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2024 Fourth Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s pl
January 27, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 MIDDLEFIELD BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil
January 23, 2025	EX-99.1	Middlefield Banc Corp. Reports 2024 Twelve-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
January 23, 2025	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 23, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 17, 2025	EX-10.2	Restricted Stock Unit Award Agreement Exhibit 10.2 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share
January 17, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 14, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 17, 2025	EX-10.1	Performance Share Unit Award Agreement Exhibit 10.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT 1. Grant of Performance Share Units. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) performance share units (“PSUs”) (“Target Award Opportunity”). Based on the level of achieved performance against the performance goals set forth in this Agreement o
December 23, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) -12-31FY2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission fi
November 26, 2024	EX-99.1	filed herewith Exhibit 99.1 Computershare Trust Company, N.A. PO Box 43006 Providence, RI 02940-3006 Within USA, US territories & Canada 1-800-736-3001 Outside USA, US territories & Canada 1-781-575-3100 www.computershare.com/investor Name Address Holder Account Number City, State, Zip – – – – – – – – – – – Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this example. Dividend Rei
November 26, 2024	EX-99.2	filed herewith Exhibit 99.2 Dear Valued Shareholder of Middlefield Banc Corp.: We are pleased to send you this prospectus describing our Dividend Reinvestment Plan. Through the Plan, you may purchase additional shares of Middlefield Banc Corp. common stock using cash dividends that you receive on your shares of common stock. You may also make optional cash payments under the Plan, which will also be invested in
November 26, 2024	EX-99.3	filed herewith Exhibit 99.3 Dividend Reinvestment Plan (DRIP) Payroll Deduction Form Employees (including employees of our subsidiaries or affiliates) who hold shares of our common stock as the shareholder of record may participate in the Dividend Reinvestment Plan (DRIP) and may participate through payroll deductions by completing this form. Employees may invest through payroll deductions in employee-designated
November 26, 2024	S-3DPOS	As filed with the Securities and Exchange Commission on November 26, 2024 S-3DPOS Table of Contents As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.
November 22, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fi
November 22, 2024	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2024 Third Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra
November 18, 2024	EX-99.1	Middlefield Banc Corp. Announces 2024 Fourth-Quarter Cash Dividend Payment Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s
November 18, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 18, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 13, 2024	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe
October 17, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 17, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 17, 2024	EX-99.1	Middlefield Banc Corp. Reports 2024 Nine-Month Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
September 4, 2024	EX-10.2	Form of an Executive Restricted Share Unit Award Agreement under the 2017 Omnibus Equity Plan Exhibit 10.2 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share
September 4, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 30, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
September 4, 2024	EX-10.1	Form of a Performance Share Unit Award Agreement under the 2017 Omnibus Equity Plan Exhibit 10.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT 1. Grant of Performance Share Units. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) performance share units (“PSUs”) (“Target Award Opportunity”). Based on the level of achieved performance against the performance goals set forth in this Agreement o
August 13, 2024	EX-10.45	General Release and Waiver of Claims between Middlefield Banc Corp. and James R. Heslop, II Exhibit 10.45 GENERAL RELEASE AND WAIVER OF CLAIMS This General Release and Waiver of Claims Agreement (this “Release”) is entered into effective as of January , 2024, by and between Middlefield Banc Corp., its subsidiaries and affiliates (sometimes referred to hereinafter, individually and collectively, as “MBC”) and James R. Heslop, II (hereinafter “Executive”). MBC and Executive will hereinafte
August 13, 2024	EX-99.1	Middlefield Banc Corp. Announces 2024 Third Quarter Cash Dividend Payment Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly Andrew M. Berger President and Chief Executive Officer Managing Director Middlefield Banc Corp. SM Berger & Company, Inc. (419) 673-1217 (216) 464-6400 [email protected] andrew@smb
August 13, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 13, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
August 13, 2024	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001
August 12, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 12, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 29, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N
July 29, 2024	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Exhibit 99.1 Middlefield Banc Corp. 2024 Second Quarter (Nasdaq: MBCN) Middlefield Banc Corp. Investor Presentation 2023 Fourth Quarter 1 Investor Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, s
July 18, 2024	EX-99.1	Middlefield Banc Corp. Reports 2024 Six-Month Financial Results Exhibit 99.1 Filer: Middlefield Banc Corp. Project Type: 8-K Description: (LED) Form 8-K Q2 Earnings Release Document Type: 8-K Document Version: 7 Project ID: 106163 Created By: Damon Yoder Created At: 7/16/2024 9:51:22 PM EDT 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media
July 18, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 18, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 12, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 8, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 11, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 8, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 8, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 11, 2024	EX-10.19	DBO Agreement with Michael C. Ranttila Exhibit 10.19 THE MIDDLEFIELD BANKING COMPANY EXECUTIVE SURVIVOR INCOME AGREEMENT THIS EXECUTIVE SURVIVOR INCOME AGREEMENT (this “Agreement’) is made this 8th day of July, 2024, by and between The Middlefield Banking Company, an Ohio-chartered, FDIC-insured nonmember bank with its main office in Middlefield, Ohio (the “Bank”), and Michael C. Ranttila (the “Executive”). WHEREAS, to encourage the Ex
June 13, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 10, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
June 13, 2024	EX-10.22	Annual Incentive Plan Exhibit 10.22 The Middlefield Banking Company Annual Incentive Plan 1. Plan Objectives. The primary objective of this Annual Incentive Plan, which is referred to hereinafter as the Plan, is to promote the success of The Middlefield Banking Company (the “Bank”) by linking employee compensation to the Bank’s financial success. The Plan is one means by which the Bank can create on the part of its emp
June 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 MIDDLEFIELD BANC CO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N
June 10, 2024	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Exhibit 99.1 Middlefield Banc Corp. 2024 First Quarter (Nasdaq: MBCN) Middlefield Banc Corp. Investor Presentation 2023 Fourth Quarter Investor Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra
June 5, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 31, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
June 5, 2024	EX-99.1	AGREEMENT FOR THE EXCHANGE OF REAL ESTATE EXHIBIT 99.1 AGREEMENT FOR THE EXCHANGE OF REAL ESTATE THIS AGREEMENT FOR THE EXCHANGE OF REAL ESTATE (“Agreement”) is made and entered into as of the date this Agreement is executed by the last party to sign as reflected on the signature page below (the “Effective Date”) by and between CITY OF WESTERVILLE, OHIO, an Ohio municipal corporation (“Westerville”), and THE MIDDLEFIELD BANKING COMPANY, a
May 20, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 15, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 14, 2024	EX-10.43	Change in Control Agreement between Middlefield Banc Corp. and Thomas M. Wilson Exhibit 10.4.3 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Thomas M. Wilson, Executive Vice President and Chief Strategy and Innocation Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Execu
May 14, 2024	10-Q	UNITED STATES Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00
May 14, 2024	EX-10.44	Change in Control Agreement between Middlefield Banc Corp. and Sarah A. Winters Exhibit 10.4.4 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Sarah A. Winters, Senior Vice President and Chief Human Resources Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHE
May 14, 2024	EX-99.1	Middlefield Banc Corp. Announces 2024 Second-Quarter Cash Dividend Payment Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smb
May 14, 2024	EX-10.9	First Amendment to the Supplemental Executive Retirement Benefits Agreement with Ronald L. Zimmerly, Jr. Exhibit 10.9 FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This First Amendment to the Supplemental Executive Retirement Benefits Agreement is adopted this 14th day of July, 2015, by and between Liberty National Bank, a national banking association (the "Bank") and Ronald Zimmerly, an individual resident of the State of Ohio (the "Executive"). WHEREAS, the Bank and th
May 14, 2024	EX-10.2	Split-Dollar Agreement between The Middlefield Banking Company and Thomas M. Wilson Exhibit 10.2 SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS SPLIT DOLLAR AGREEMENT (this "Agreement") is adopted this 1st day of February, 2021, by and between Liberty National Bank (the "Employer") and Thomas M. Wilson (the "Employee"), and formalizes the agreements and understanding between the Employer and the Employee. WITNESSETH: WHEREAS, the Employee is employed by the Employer; WHEREAS, the Emp
May 14, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 14, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 14, 2024	EX-10.41	Change in Control Agreement between Middlefield Banc Corp. and Michael L. Cheravitch Exhibit 10.4.1 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Michael L. Cheravitch, Executive Vice President and Chief Banking Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHEREAS,
May 14, 2024	EX-10.42	Change in Control Agreement between Middlefield Banc Corp. and Rebecca A. Noblit Exhibit 10.4.2 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Rebecca A. Noblit, Executive Vice President and Chief Credit Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHEREAS,
May 14, 2024	EX-10.10	Secondary Supplemental Executive Retirement Plan with Ronald L. Zimmerly, Jr. Exhibit 10.10 LIBERTY NATIONAL BANK SECONDARY SUPPLEMENT AL EXECUTIVE RETIREMENT PLAN This Supplemental Executive Retirement Plan (''Plan") is adopted as of this 1st day of October, 201 S (the "Effective Date") by LIBERTY NATIONAL BANK, an Ohio corporation (the "Employer" or the "Bank") for the benefit of Ronald L. Zimmerly, Jr. (the "Executive"). The purpose of the Plan is to provide certain supp
May 14, 2024	EX-10.13	Supplemental Executive Retirement Plan with Ronald L. Zimmerly, Jr. Exhibit 10.13 LIBERTY NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Liberty National Bank Supplemental Executive Retirement Plan ("Plan") is adopted as of this l 51 day of October, 2015 (the "Effective Date") by Liberty National Bank, an Ohio corporation (the "Employer" or the "Bank") for the benefit of Ronald L. Zimmerly, Jr. (the "Executive"). The purpose of the Plan is to provide ce
May 14, 2024	EX-10.8	Supplemental Executive Retirement Benefits Agreement with Ronald L. Zimmerly, Jr. Exhibit 10.8 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this ''Agreement") is made as of the 15th day of December, 2011, with an Effective Date of January I, 2012, by and between Liberty National Bank, a national banking association ("Bank"), and Ronald Zimmerly, an individual (''Executive"). RECITALS WHEREAS, Executive has provi
May 14, 2024	EX-10.11	Split-Dollar Agreement between The Middlefield Banking Company and Rebecca A. Noblit Exhibit 10.1.1 SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS SPLIT DOLLAR AGREEMENT (this "Agreement") is adopted this 1st day of February, 2021, by and between Liberty National Bank (the "Employer") and Rebecca A. Noblit (the "Employee"), and formalizes the agreements and understanding between the Employer and the Employee. WITNESSETH: WHEREAS, the Employee is employed by the Employer; WHEREAS, the
April 30, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 30, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
April 30, 2024	EX-99.1	Middlefield Banc Corp. Reports 2024 First Quarter Financial Results Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
April 5, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 4, 2024	ARS	FORM ARS Investing In the future 2023 Summary Annual ReportTOTAL ASSETS (in thousands) $1,182,475 $1,391,979 $1,331,006 $1,687,682 $1,822,883 RETURN ON AVERAGE EQUITY 11.
March 28, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3
March 28, 2024	EX-21	Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser
March 28, 2024	EX-97	Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97 THE MIDDLEFIELD BANC CORPORATION COMPENSATION RECOVERY POLICY Adopted by the Board of Directors on August 14, 2023 STATEMENT OF PURPOSE Nasdaq Listing Rule 5608 and the Securities Exchange Commission (the “SEC”) in Rule 10D-1 require Nasdaq-listed companies to (i) adopt a compensation recovery policy for the recovery from current and former Executive Officers of erroneously awarded Ince
March 28, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 25, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
March 13, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 7, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
March 8, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 12, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 13, 2024	EX-99.1	Middlefield Banc Corp. Announces 2024 First Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an
February 13, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 31, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 31, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 31, 2024	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial conditio
January 29, 2024	SC 13G	MBCN / Middlefield Banc Corp. / BlackRock Inc. Passive Investment SC 13G 1 us5963042040012924.txt us5963042040012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) MIDDLEFIELD BANC CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 596304204 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box
January 26, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 26, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 26, 2024	EX-99	Middlefield Banc Corp. Reports 2023 Full-Year Financial Results Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a
December 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 21, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 21, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 14, 2023	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 14, 2023	EX-99.1	Middlefield Banc Corp. Announces Chief Executive Officer Transition Ronald L. Zimmerly, Jr. Appointed Chief Executive Officer on January 1, 2024 James R. Heslop, II to Retire as Chief Executive Officer Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm
November 14, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 14, 2023	EX-99.1	Middlefield Banc Corp. Announces 2023 Fourth Quarter Cash Dividend Payment and Declares a $0.05 Special Cash Dividend Payment Total dividends declared of $0.85 per share for 2023 represents a 5% year-over-year increase Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm
November 13, 2023	10-Q	UNITED STATES - Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
October 30, 2023	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Middlefield Banc Corp. 2023 Third Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial condition
October 30, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil
October 23, 2023	EX-99	Middlefield Banc Corp. Reports 2023 Nine-Month Financial Results Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smb
October 23, 2023	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 23, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
August 15, 2023	EX-99.1	Middlefield Banc Corp. Announces 2023 Third Quarter Cash Dividend Payment Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Investor and Media Contact: Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm
August 15, 2023	EX-99	AMENDED CHANGE IN CONTROL AGREEMENT EX-99 EXHIBIT 99 AMENDED CHANGE IN CONTROL AGREEMENT This AMENDED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of this 14th day of August, 2023, by and between Middlefield Banc Corp.
August 15, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 14, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
August 15, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File
August 14, 2023	10-Q	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefield
August 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 MIDDLEFIELD BANC C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File
August 7, 2023	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, EX-99.1 Middlefield Banc Corp. 2023 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial
July 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 24, 2023	EX-99	Middlefield Banc Corp. Reports 2023 First Half Financial Results EX-99 Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew
June 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 MIDDLEFIELD BANC COR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No
June 9, 2023	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, EX-99.1 Middlefield Banc Corp. 2023 First Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial c
May 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 25, 2023	EX-99.1	Middlefield Banc Corp. is Set to Join Russell 3000® Index EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a
May 15, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 10, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 15, 2023	10-Q	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefiel
May 9, 2023	EX-99.1	Middlefield Banc Corp. Announces 2023 Second-Quarter Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a
May 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 8, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 8, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
April 24, 2023	EX-99	Middlefield Banc Corp. Reports 2023 First Quarter Financial Results EX-99 Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andre
April 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Cor UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
April 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 MIDDLEFIELD BANC C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File
April 4, 2023	ARS	ARS 2022 Summary Annual Report Growing Our Reach to Better Serve YouON BEHALF OF THE MIDDLEFIELD BANC CORP.
April 4, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 17, 2023	EX-10.29	Form of conditional stock award agreement EX-10.29 2 d457164dex1029.htm EX-10.29 Exhibit 10.29 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN STOCK AWARD AGREEMENT 1. Number of Shares Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) the right to become the owner of shares of Middlefield common stock if the terms and conditions of this Stock Award Agreement are satisfied, subject t
March 17, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 10, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Cor UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 10, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
March 15, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 -12-31FY2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-36613
March 15, 2023	EX-13	Portions of Annual Report to Shareholders for the year ended December 31, 2022 incorporated by reference into this Form 10-K Exhibit 13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Middlefield Banc Corp.
March 15, 2023	EX-21	Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser
March 15, 2023	EX-10.29	Executive Deferred Compensation Agreement with Ronald L. Zimmerly, Jr. Exhibit 10.29 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 5th day of December, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Ronald L. Zimmerly, Jr. President of the Bank (the “Executive”). Whereas, to encourage the Executive to
March 15, 2023	EX-10.12	Split-Dollar Agreement between The Middlefield Banking Company and Ronald L. Zimmerly, Jr. Exhibit 10.12 SPLIT-DOLLAR AGREEMENT This SPLIT-DOLLAR AGREEMENT (this "Agreement made and entered into effective as of the 1'1 day of October 2010, by and between Liberty National Bank, a federal bank headquartered in the state of Ohio (the "Bank") and Ronald Zimmerly, (the "Insured"). RECITALS: A. Insured is currently an employee and officer of the Bank and Bank desires to retain the services of
March 15, 2023	EX-10.6	Restricted Stock Award Agreement between Middlefield Banc Corp. and Ronald L. Zimmerly, Jr., dated December 1, 2022 EX-10.6 4 ex487335.htm EXHIBIT 10.6 Exhibit 10.6 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN STOCK AWARD AGREEMENT 1. Number of Shares Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to Ronald L. Zimmerly, Jr. (the “Participant”) the right to become the owner of 11,364 shares of Middlefield common stock (the “Restricted Stock”) if the terms and conditions of
March 15, 2023	EX-10.5	Severance Agreement between Middlefield Banc Corp. and Ronald L. Zimmerly, Jr., dated December 1, 2022 Exhibit 10.5 Severance Agreement This Severance Agreement (this “Agreement”) is entered into effective as of this 5th day of December, 2022, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Ronald L. Zimmerly, Jr., President of Middlefield and The Middlefield Banking Company (the “Bank”), a subsidiary of Middlefield (the “Executive”). Whereas, recognizing the contrib
March 15, 2023	EX-10.48	Change in Control Agreement between Middlefield Banc Corp. and Courtney M. Erminio Exhibit 10.4.8 Change In Control Agreement This Change in Control Agreement (this “Agreement”) is entered into effective as of this 1st day of April, 2022, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Courtney M. Erminio, Senior Vice President and Risk Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the “Executive”). Whereas, recognizing
February 24, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 14, 2023	EX-99.1	Middlefield Banc Corp. Announces 2023 First-Quarter Cash Dividend Payment EX-99.1 2 d453188dex991.htm EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 46
February 14, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
February 13, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fi
February 13, 2023	EX-99.1	CONSULTING AGREEMENT EX-99.1 2 d454412dex991.htm EX-99.1 Exhibit 99.1 CONSULTING AGREEMENT This Consulting Agreement (“Consulting Agreement”) is entered into by and between Middlefield Banc Corp., its subsidiaries and affiliates (hereinafter, individually and collectively, “MBC”) and Donald L. Stacy (hereinafter “Executive”). MBC and Executive will hereinafter be collectively referred to as the “Parties”. BACKGROUND I
February 13, 2023	EX-99.2	Middlefield Banc Corp.’s Chief Financial Officer Donald L. Stacy Announces Retirement; Middlefield Banc Corp.’s Michael C. Ranttila Named as Successor Exhibit 99.2 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm
February 6, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil
January 27, 2023	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 27, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
January 27, 2023	EX-99	Middlefield Banc Corp. Reports 2022 Full Year Financial Results Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smbe
January 26, 2023	EX-99.3	SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA EX-99.3 3 d639588dex993.htm EX-99.3 Exhibit 99.3 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are
January 26, 2023	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.
January 25, 2023	POS AM	As filed with the Securities and Exchange Commission on January 25, 2023 As filed with the Securities and Exchange Commission on January 25, 2023 Registration No.
January 5, 2023	SC 13D	MBCN / Middlefield Banc Corp / Ancora Advisors, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MIDDLEFIELD BANC CORP (Name of Issuer) Common Shares (Title of Class of Securities) 596304204 (CUSIP Number) Frederick DiSanto C/O Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Address and Telep
December 9, 2022	EX-99.2	SECURITIES PURCHASE AGREEMENT dated August 2, 2018 by and among LIBERTY BANCSHARES, INC. THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO SECURITIES PURCHASE AGREEMENT Exhibit 99.2 Execution Version SECURITIES PURCHASE AGREEMENT dated August 2, 2018 by and among LIBERTY BANCSHARES, INC. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2018, by and among Liberty Bancshares, Inc., an Ohio corporation (the “Company”), and each purchaser identified
December 9, 2022	EX-99.4	VOTING AND SHAREHOLDER AGREEMENT Exhibit 99.4 VOTING AND SHAREHOLDER AGREEMENT May 26, 2022 Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-35 Ladies and Gentlemen: Concurrently with the execution of this letter agreement (?Voting and Shareholder Agreement?), Middlefield Banc Corp. (?Middlefield?), MBCN Merger Subsidiary, LLC (?Merger Sub?), and Liberty Bancshares, Inc. (?Liberty?), are entering into an Agre
December 9, 2022	EX-99.5	VCOC LETTER AGREEMENT MIDDLEFIELD BANC CORP. 15985 EAST HIGH STREET MIDDLEFIELD, OH 44062 May 26, 2022 Exhibit 99.5 VCOC LETTER AGREEMENT MIDDLEFIELD BANC CORP. 15985 EAST HIGH STREET MIDDLEFIELD, OH 44062 May 26, 2022 Castle Creek Capital Partners VI, LP 6051 El Tordo Rancho Santa Fe, CA 92091 Dear Sir/Madam: Reference is made to the Agreement and Plan of Merger by and among Middlefield Banc Corp., an Ohio corporation ( “Middlefield”), Liberty Bancshares, Inc., an Ohio corporation (“Liberty”), and
December 9, 2022	EX-99.1	Joint Filing Agreement, dated as of December 9th 2022, by and between Castle Creek Capital Partners VI, LP and Castle Creek Capital VI LLC. Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated December 9, 2022 , with respect to the common stock, no par value, of Middlefield Banc Corp., an Ohio corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securitie
December 9, 2022	SC 13D	MBCN / Middlefield Banc Corp / Castle Creek Capital Partners VI, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MIDDLEFIELD BANC CORP. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 596304204 (CUSIP Number) John M. Eggemeyer 11682 El Camino Real Suite 320 San Diego, CA 92130 858-756-8300 Copy to: Castle Creek Capital Partners VI, LP 1168
December 1, 2022	EX-99.1	Middlefield Banc Corp. Announces Completion of Liberty Bancshares, Inc. Merger Ronald L. Zimmerly, Jr. appointed as President of Middlefield Banc Corp. and The Middlefield Banking Company Ronald L. Zimmerly, Jr., Mark R. Watkins, and Spencer T. Cohn Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected] Middl
December 1, 2022	EX-3.2	Regulations of Middlefield Banc Corp. Exhibit 3.2 REGULATIONS OF MIDDLEFIELD BANC CORP. ARTICLE I SHAREHOLDERS SECTION 1?MEETINGS; ANNUAL MEETING. Meetings of the shareholders of the Corporation shall be held at the principal office of the Corporation, or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting within or without the State of Ohio. The Annual Meeting of the sharehol
December 1, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 1, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 15, 2022	EX-99.1	Middlefield Banc Corp. Announces a 17.6% Increase in the 2022 Fourth Quarter Cash Dividend Payment and Declares a $0.10 Special Cash Dividend Payment EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 www.middlefieldbank.bank PRESS RELEASE Company Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Investor and Media Contact: Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected] Middlef
November 15, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
November 14, 2022	10-Q	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Septmeber 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middle
November 8, 2022	EX-99.1	Contacts for Middlefield Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 Fax: (440) 632-1700 www.middlefieldbank.bank PRESS RELEASE Contacts for Middlefield Company Contact: Investor and Media Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (21
November 8, 2022	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil
November 4, 2022	425	Your Vote is Important – Please Vote Today! Form 425 Filed by: Middlefield Banc Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. (Commission File No.: 001-36613) Commission File No. for Registration Statement on Form S-4 filed by Middlefield Banc Corp.: 333-266694 Your Vote is Important – Please Vote Today! No
November 3, 2022	EX-99.1	Middlefield Banc Corp. Announces Adjournment of Special Meeting of Shareholders Until November 8, 2022 EX-99.1 2 d323727dex991.htm EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 Fax: (440) 632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Compan
November 3, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil
October 24, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 24, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 24, 2022	EX-99.1	Middlefield Banc Corp. Receives Regulatory Approvals and Favorable Recommendation from ISS Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 Fax: (440) 632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberg
October 18, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 18, 2022	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
October 18, 2022	EX-99	Middlefield Banc Corp. Reports 2022 Nine Month Financial Results Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James Heslop President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s
September 27, 2022	424B3	MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT Proxy Statement and Prospectus of Middlefield Banc Corp. Proxy Statement of Liberty Bancshares, Inc. MERGER PROPOSAL – YOUR VOTE IS VERY IMPORTANT Table of Contents Filed under Rule 424(b)(3) Registration Number 333-266694 MERGER PROPOSED ? YOUR VOTE IS VERY IMPORTANT Proxy Statement and Prospectus of Middlefield Banc Corp.
September 20, 2022	S-4/A	Agreement and Plan of Merger dated as of May 26, 2022 by and among Middlefield Banc Corp., MBCN Merger Subsidiary, LLC, and Liberty Bancshares, Inc. Table of Contents As filed with the Securities and Exchange Commission on September 20, 2022 Registration No.
September 20, 2022	CORRESP	Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-0035 September 20, 2022 Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-0035 September 20, 2022 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. David Gessert Re: Middlefield Banc Corp. Registration Statement on Form S-4 Filed August 9, 2022, as Amended on September 20, 2022 File No. 333-266694 Request
September 20, 2022	EX-99.3	Form of Proxy Card to be used by Middlefield Banc Corp. Exhibit 99.3 Your vote matters ? here?s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/MBCN-SM or scan the QR code ? login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do
September 20, 2022	EX-99.4	Form of Proxy Card to be used by Liberty Bancshares, Inc. Exhibit 99.4 LIBERTY BANCSHARES, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 31, 2022. Have your proxy card in hand when you access the web site and follow th
August 15, 2022	LETTER	LETTER United States securities and exchange commission logo August 15, 2022 James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. 15985 East High Street Middlefield, OH 44062-0035 Re: Middlefield Banc Corp. Registration Statement on Form S-4 Filed August 9, 2022 File No. 333-266694 Dear Mr. Heslop: This is to advise you that we have not reviewed and will not review your registration stateme
August 9, 2022	S-4	Power of Attorney (included on the signature page to the registration statement filed August 9, 2022) Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022 Registration No.
August 9, 2022	EX-99.1	Consent of Raymond James Financial, Inc. Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (?Raymond James?) consents to (i) the inclusion and description of our opinion letter dated May 24, 2022 to the Board of Directors of Liberty Bancshares, Inc. (the ?Company?) included as Appendix C to the Proxy Statement of the Company which forms a part of the Registration Statement on Form S-4 of Middlefiel
August 9, 2022	EX-99.2	Consent of Keefe, Bruyette & Woods, Inc. EX-99.2 6 d365548dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Middlefield Banc Corp. (“Middlefield”), as Annex D to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the
August 9, 2022	EX-99.5	Consent of Spencer T. Cohn to being named a director Exhibit 99.5 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein
August 9, 2022	EX-99.1	Middlefield Banc Corp. Announces 2022 Third Quarter Cash Dividend Payment Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected]
August 9, 2022	EX-99.6	Consent of Mark R. Watkins to being named a director Exhibit 99.6 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein
August 9, 2022	EX-99.7	Consent of Ronald L. Zimmerly, Jr. to being named a director Exhibit 99.7 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein
August 9, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 8, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
August 9, 2022	EX-FILING FEES	Filing fee table EX-FILING FEES 10 d365548dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Middlefield Banc Corp. (Exact Name of Registration in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rate Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate
August 8, 2022	EX-10.34	Executive Deferred Compensation Agreement with Alfred F. Thompson Exhibit 10.34 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this ?Agreement?) is entered into as of this 1st day of April, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Alfred F. Thompson, Jr., Senior Vice President Credit Administration of the Bank (the ?Executive?). Wherea
August 8, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefield
August 8, 2022	EX-10.33	Executive Deferred Compensation Agreement with Courtney M. Erminio Exhibit 10.33 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this ?Agreement?) is entered into as of this 1st day of April, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Courtney M. Erminio, Senior Vice President and Risk Officer of the Bank (the ?Executive?). Whereas, to enc
August 1, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File
August 1, 2022	EX-99.1	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Middlefield Banc Corp. 2022 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.?s plans, strategies, objectives, expectations, intentions, financial conditio
August 1, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 MIDDLEFIELD BANC C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File
July 18, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
July 18, 2022	EX-99	Middlefield Banc Corp. Reports 2022 First Half Financial Results Exhibit 99 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James Heslop President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s
July 18, 2022	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 27, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 MIDDLEFIELD BANC COR 425 1 d312835d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorpor
May 27, 2022	EX-2.1	Agreement and Plan of Merger by and among Middlefield Banc Corp., MBCN Merger Subsidiary, LLC and Liberty Bancshares, Inc., dated May 26, 2022 (filed herewith) (as provided in Item 601(b)(2) of Regulation S-K, schedules are omitted; a copy of any omitted schedule will be furnished supplementally to the SEC upon request) EX-2.1 2 d312835dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 26, 2022 BY AND AMONG MIDDLEFIELD BANC CORP., MBCN MERGER SUBSIDIARY, LLC, AND LIBERTY BANCSHARES, INC. TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.1 “Acquisition Proposal” 1 1.2 “Affiliate” 1 1.3 “Agreement” 1 1.4 “Bank Merger” 1 1.5 “Bank Merger Agreement” 1 1.6 “Bank Regulator” 1 1.7 “BHC Act” 2 1.8 “Book-En
May 27, 2022	8-K	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No
May 26, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 26, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 26, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 26, 2022	EX-99.1	Contacts for Middlefield Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 Fax: (440) 632-1700 www.middlefieldbank.bank 118 South Main Street P.O. Box 135, Ada, Ohio, 45810 Phone: (419) 634-5015 Fax: (419) 634-0335 https://myliberty.bank/ PRESS RELEASE Contacts for Middlefield Company Contact: Investor and Media Contact: Liberty Contact: James R. Heslop, II President & CEO Midd
May 26, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 26, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 26, 2022	EX-99.2	Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, Exhibit 99.2 Middlefield Banc Corp. Merger with Liberty Bancshares, Inc. May 26, 2022 (Nasdaq: MBCN) Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.?s plans, strategies, objectives, expectations, intentions, financial
May 13, 2022	8-K/A	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.
May 12, 2022	EX-99.1	Michael C. Ranttila Promoted to Vice President of Finance of Middlefield Banc Corp. Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 FAX: 440/632-1700 www.middlefieldbank.bank PRESS RELEASE Company Contact: Investor and Media Contact: James R. Heslop, II President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400
May 12, 2022	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 11, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 12, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 11, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp.
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefiel

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