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]

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 Number 001-36613 Middlefield Banc Corp. (Exact Name of Registrant as Specified in its Charter ...

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]

Core Viewpoint - Farmers National Banc Corp. and Middlefield Banc Corp. have announced a definitive merger agreement, where Middlefield will merge into Farmers in an all-stock transaction [1]. Company Summary - Farmers National Banc Corp. is the holding company for The Farmers National Bank of Canfield [1]. - Middlefield Banc Corp. is the holding company for The Middlefield Banking Company [1]. Transaction Details - The merger will be executed as an all-stock transaction [1].

Core Insights - Middlefield Banc Corp. reported strong financial results for the third quarter of 2025, highlighting core earnings growth, margin expansion, and disciplined expense control [3][10] - Year-to-date earnings per diluted share reached $2.01, with a book value increase of 6.1% to $27.71 per share [3][10] - The company is on track to open a new office in Westerville in Q4 2025, part of its strategy to expand in Central Ohio [3] Income Statement - Net interest income for Q3 2025 increased by 16.5% to $17.6 million, compared to $15.1 million in Q3 2024 [4] - The net interest margin for Q3 2025 was 3.79%, up from 3.46% in Q3 2024 [4] - Noninterest income for Q3 2025 was $2.3 million, compared to $1.7 million in the same period last year [5] - Net income for Q3 2025 was $5.3 million, or $0.65 per diluted share, compared to $2.3 million, or $0.29 per diluted share, in Q3 2024 [7] Balance Sheet - Total assets increased by 6.5% to a record $1.98 billion as of September 30, 2025, compared to $1.86 billion a year earlier [8][11] - Total loans reached a record $1.61 billion, reflecting a 6.8% year-over-year increase [8] - Total deposits increased by 7.2% to $1.62 billion, driven by growth in money market deposits [11] Stockholders' Equity and Dividends - Stockholders' equity rose to $224.1 million, a 6.4% increase from $210.7 million a year ago [13] - The company declared cash dividends of $0.63 per share for the nine months ended September 30, 2025, marking a 5% increase from the previous year [15] Asset Quality - The provision for credit losses for Q3 2025 was $392,000, significantly lower than $2.2 million in Q3 2024 [17] - Nonperforming loans remained stable at $29.9 million, consistent with $30.1 million a year earlier [19] - The allowance for credit losses was $23.0 million, or 1.43% of total loans, down from 1.50% a year ago [19]