Recommendation Highlights Strategic Benefits and Value Creation of Merger The Board of Directors Urges Shareholders to Vote by February 9, 2026, at 11:59 p.m., ET MIDDLEFIELD, Ohio, Jan. 30, 2026 (GLOBE NEWSWIRE) -- Middlefield Banc Corp. (NASDAQ: MBCN) today announced that Institutional Shareholder Services, Inc. (“ISS”), an independent proxy advisory firm, has recommended shareholders vote “FOR” all proposals at the Special Meeting of Shareholders to be held virtually on February 10, 2026, including the C ...

Core Viewpoint - The proposed sale of Middlefield Banc Corp. to Farmers National Banc Corp. is under investigation to assess whether the terms of the transaction adequately reflect the value of Middlefield Banc Corp. [1] Group 1: Transaction Details - Shareholders of Middlefield Banc Corp. will receive 2.6 shares of Farmers National Banc Corp. common stock for each share they own in Middlefield [1] Group 2: Legal Investigation - Kahn Swick & Foti, LLC is investigating the adequacy of the proposed transaction and the process leading to it, focusing on whether the consideration undervalues Middlefield Banc Corp. [1]

Core Points - Middlefield Banc Corp. declared a quarterly cash dividend of $0.21 per common share, payable on December 12, 2025, to shareholders of record on November 28, 2025 [1] - The company has total assets of $1.98 billion as of September 30, 2025, and operates 21 full-service banking centers and a brokerage office [2] Company Overview - Middlefield Banc Corp. is headquartered in Middlefield, Ohio, and serves various locations through its banking centers and a Loan Production Office in Mentor, Ohio [2] - The company is the bank holding company for The Middlefield Banking Company [2]

Financial Performance - Third quarter diluted earnings increased to $0.65 per share, driving year-to-date earnings of $2.01 per share[118]. - Pre-tax, pre-provision earnings increased 37.3% to $6.8 million[118]. - The company recorded net income of $6.157 million for the three months ended September 30, 2025[126]. - Net income for the three months ended September 30, 2025, was $5.3 million, a 127.4% increase from the same period in 2024[154]. - Net interest income for the three months ended September 30, 2025, totaled $17.6 million, a 16.5% increase from the comparable period in 2024[156]. - Noninterest income increased by $2.0 million, or 38.6%, for the nine months ended September 30, 2025, driven by a one-time, non-cash gain of $1.2 million from a real estate exchange[166]. - Noninterest expense for the nine months ended September 30, 2025, was $38.9 million, an increase of 9.0% or $3.2 million compared to the same period in 2024[168]. Asset and Loan Growth - Total loans increased $102.5 million, or 6.8%, to a record $1.61 billion[118]. - Total assets increased $121.3 million, or 6.5%, to a record $1.98 billion[118]. - Total loans rose by $87.4 million, or 5.8%, to $1.61 billion as of September 30, 2025, from $1.52 billion as of December 31, 2024[132]. - The owner-occupied commercial real estate loans increased by $40.2 million, or 22.1%, to $221.6 million, while non-owner occupied loans decreased by $21.9 million, or 5.3%, to $390.4 million[132]. - Total assets reached $1,947,888 in 2025, an increase from $1,851,490 in 2024, representing a growth of 5.20%[172]. Equity and Capital - Book value increased 6.1% to $27.71 from $26.11 per share[118]. - Stockholders' equity increased by $13.6 million, representing a growth of 6.4%[127]. - Stockholders' equity increased to $219,278 in 2025, compared to $209,096 in 2024, indicating a growth of 4.00%[172]. - The Company met all well-capitalized ratio guidelines as of September 30, 2025, with Tier 1 Risk-Based Capital at 11.00%[193]. Interest and Yield - Net interest margin expanded 33 basis points to 3.79%[118]. - The average yield on loans receivable rose to 6.29% in 2025 from 6.19% in 2024, contributing to an increase in interest income[178]. - The interest rate spread improved to 2.90% in 2025 from 2.48% in 2024, reflecting improved profitability on interest-earning assets[178]. - Interest and dividend income increased by $2.0 million, or 7.8%, for the three months ended September 30, 2025, primarily due to a $2.0 million increase in interest and fees on loans[159]. Credit Quality and Losses - Nonperforming assets totaled $29.928 million, with a nonperforming loans to total loans ratio of 1.86%[123]. - The allowance for credit losses was $23.029 million, equating to 1.43% of total loans[123]. - Nonperforming loans in the commercial real estate segment totaled $25.6 million at September 30, 2025, with an allowance for credit losses to loans ratio of 1.29%[138]. - The provision for credit losses recorded for the three months ended September 30, 2025, was $392,000, significantly lower than the $2.2 million provision for the same period in the prior year[163]. Deposits and Liabilities - Total liabilities increased by $112.0 million to $1.75 billion, with total deposits rising by $176.6 million[127]. - Total deposits increased by $176.6 million to $1.62 billion, a 12.22% increase compared to $1.45 billion on December 31, 2024[147]. - Noninterest-bearing demand deposits increased by $32.7 million, or 8.66%, to $410.6 million at September 30, 2025[148]. Risk Management and Liquidity - The company has implemented heightened risk management procedures for its commercial real estate portfolio, including stress testing and independent loan monitoring[137]. - The company aims to maintain liquidity through customer deposits, loan repayments, and maturing investment securities, ensuring timely cash flow management[183]. - The company has the option to borrow from the Federal Reserve discount window, with a capacity of $132.6 million as of September 30, 2025[184]. - As of September 30, 2025, total net available liquidity was $864.8 million, accounting for 53.3% of total deposits, a decrease from 59.4% at December 31, 2024[185].

Core Viewpoint - Monteverde & Associates PC is investigating the proposed sale of Middlefield Banc Corp. to Farmers National Banc Corp., focusing on whether the deal is fair for Middlefield shareholders [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - Under the proposed transaction, Middlefield shareholders will receive 2.6 shares of Farmers common stock for each share of Middlefield common stock [1].

Core Insights - Middlefield Banc experienced a significant day with a stock increase of over 17% following the announcement of its quarterly results and a merger with Farmers National Banc [1][5] Financial Performance - Middlefield Banc reported a total revenue increase of 18% year over year, reaching $19.9 million, and a GAAP net income that more than doubled from $2.3 million to $5.3 million, equating to $0.65 per share [3][4] - The bank's total loans and deposits both grew by 7% over the past year, each exceeding $1.6 billion [3] Merger Details - Middlefield Banc will merge with Farmers National Banc in an all-stock deal, where shareholders of Middlefield will receive 2.6 shares of Farmers for each share they hold, valuing the merger at $299 million or $36.17 per Middlefield share [5][6] - The merger has received unanimous approval from the boards of directors of both companies and is pending approval from shareholders and regulatory authorities, with an expected closing by the end of Q1 2026 [6]

Core Insights - Farmers National Banc Corp. has agreed to acquire Middlefield Banc Corp. for $299 million in stock, enhancing its presence in the Columbus market [1][9] - The acquisition is expected to close in the first quarter of 2026, with a projected earnings accretion of 7% in 2027 [7][10] Company Growth Strategy - The acquisition will accelerate Farmers' growth in the Columbus area, which has seen a population increase of 4% from 2020 to 2024 and is benefiting from significant economic development [3] - Farmers has previously opened a loan production office in Dublin, Ohio, and acquired Crest Retirement Advisors, indicating a strategic focus on expanding its footprint in the region [1][2] Market Context - The Columbus market is Ohio's largest, with over 2.2 million residents, and is experiencing a boom due to major investments from companies like Intel, Amazon, and Honda [3] - Middlefield Banc Corp. has grown its loan portfolio by 55% since 2021, showcasing its strong performance prior to the acquisition [3][4] M&A Activity - The acquisition of Middlefield is Farmers' largest deal in its 138-year history and the seventh transaction since 2014 [8] - The Midwest banking sector is seeing increased M&A activity, with 140 mergers announced between January 1 and October 20, 2024, compared to 129 for all of 2023 [6][5] Financial Performance - Farmers reported a net income of $45.9 million in 2024 and $28.4 million in the first nine months of 2025, while Middlefield earned $15.5 million in 2024 and $16.3 million in the first nine months of 2025 [11]

Core Insights - The Ademi Firm is investigating Middlefield (Nasdaq: MBCN) for potential breaches of fiduciary duty and other legal violations related to its transaction with Farmers National Banc Corp [1][3]. Transaction Details - In the transaction, Middlefield shareholders will receive 2.6 shares of Farmers common stock for each Middlefield share, valuing Middlefield shares at $36.17 based on Farmers' closing price of $13.91 on October 20, 2025 [2]. - Middlefield insiders are set to receive substantial benefits as part of change of control arrangements [2]. Investigation Focus - The transaction agreement imposes significant penalties on Middlefield for accepting competing bids, which raises concerns about the board of directors' fulfillment of their fiduciary duties to all shareholders [3].

Core Insights - Middlefield Banc Corp. (MBCN) reported quarterly earnings of $0.65 per share, exceeding the Zacks Consensus Estimate of $0.64 per share, and showing significant growth from $0.29 per share a year ago, resulting in an earnings surprise of +1.56% [1] - The company achieved revenues of $19.89 million for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 0.96% and increasing from $16.82 million year-over-year [2] - Middlefield Banc has consistently outperformed consensus EPS and revenue estimates over the last four quarters [2] Earnings Performance - The company has shown a strong earnings surprise history, with a previous quarter's earnings of $0.76 per share against an expectation of $0.57, resulting in a surprise of +33.33% [1] - The current consensus EPS estimate for the upcoming quarter is $0.65, with projected revenues of $19.7 million, and for the current fiscal year, the estimate is $2.64 on revenues of $76.45 million [7] Stock Performance and Outlook - Middlefield Banc shares have increased by approximately 2% since the beginning of the year, while the S&P 500 has gained 14.5%, indicating underperformance relative to the broader market [3] - The company's Zacks Rank is currently 3 (Hold), suggesting that shares are expected to perform in line with the market in the near future [6] Industry Context - The Banks - Northeast industry, to which Middlefield Banc belongs, is currently ranked in the top 29% of over 250 Zacks industries, indicating a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Middlefield Banc Corp. to Farmers National Banc Corp. for 2.6 shares of Farmers common stock per share of Middlefield common stock [1] Company Summary - The transaction involves Middlefield Banc Corp. being sold to Farmers National Banc Corp. [1] - The exchange ratio for the sale is set at 2.6 shares of Farmers common stock for each share of Middlefield common stock [1] Legal Rights and Options - Halper Sadeh encourages Middlefield shareholders to explore their legal rights and options regarding the sale [1] - Shareholders can contact Halper Sadeh for more information on their rights [1]