- Middlefield Banc Corp. and Farmers National Banc Corp. entered into an **Agreement and Plan of Merger** on **October 22, 2025**, under which Middlefield Banc Corp. will merge into Farmers National Banc Corp..  **[836147_0001437749-25-031826_mbcn20251027c_8k.htm:1]** 
- At the effective time of the Merger, each common share of Middlefield Banc Corp. will be converted into the right to receive **2.60 common shares of Farmers National Banc Corp.**.  **[836147_0001437749-25-031826_mbcn20251027c_8k.htm:1]** **[836147_0001437749-25-031826_ex_877155.htm:4]** 
- The merger is **expected to close in the first quarter of 2026**, subject to shareholder and regulatory approvals.  **[836147_0001437749-25-031826_mbcn20251027c_8k.htm:2]** 
- Middlefield Banc Corp. has agreed to pay a **$12,000,000.00 termination fee** to Farmers National Banc Corp. if the Merger Agreement is terminated under certain conditions.  **[836147_0001437749-25-031826_mbcn20251027c_8k.htm:2]**

Middlefield Banc Corp. Enters Merger Agreement with Farmers National Banc Corp.

- **Middlefield Banc Corp.** has entered into a **definitive merger agreement** to be acquired by **Farmers National Banc Corp.** in an **all-stock transaction**.  **[836147_0001437749-25-031460_ex_874293.htm:0]** 
- Each share of Middlefield common stock will be converted into the right to receive **2.6 shares of Farmers common stock**.  **[836147_0001437749-25-031460_ex_874293.htm:0]** 
- Based on Farmers' closing share price of **$13.91 on October 20, 2025**, the transaction is valued at approximately **$299.0 million, or $36.17 per Middlefield share**.  **[836147_0001437749-25-031460_ex_874293.htm:0]** 
- The merger is expected to close by the **end of the first quarter of 2026**, pending shareholder and regulatory approvals.  **[836147_0001437749-25-031460_ex_874293.htm:0]** 
- Upon consummation, the combined entity is estimated to have approximately **$7.4 billion in assets** and **83 branch locations**.  **[836147_0001437749-25-031460_ex_874293.htm:0]**

Middlefield Banc Corp. Announces Merger Agreement with Farmers National Banc Corp.

- Middlefield Banc Corp. (MBCN) has entered into a definitive merger agreement to be acquired by Farmers National Banc Corp. in an **all-stock transaction**.  **[836147_2e2ff70a28f0422d977d9580faff5aae_0]** 
- Each share of Middlefield common stock will be converted into **2.6 shares of Farmers common stock**, valuing the transaction at approximately **$299.0 million**, or **$36.17 per Middlefield share**, based on Farmers' closing share price of $13.91 on October 20, 2025.  **[836147_2e2ff70a28f0422d977d9580faff5aae_0]** 
- The merger is expected to close by the **end of the first quarter of 2026**, pending shareholder and customary regulatory approvals.  **[836147_2e2ff70a28f0422d977d9580faff5aae_0]** 
- Upon consummation, the combined entity is estimated to have approximately **$7.4 billion in assets** and **83 branch locations** throughout Ohio and western Pennsylvania.  **[836147_2e2ff70a28f0422d977d9580faff5aae_1]** 
- As of **September 30, 2025**, Middlefield had **$2.0 billion in total assets**, **$1.6 billion in total loans**, and **$1.6 billion in deposits**.  **[836147_2e2ff70a28f0422d977d9580faff5aae_1]**

- Farmers National Banc Corp. announced the merger of **Middlefield Banc Corp.**, which is **expected to close in the first quarter of 2026**.  **[836147_68794728f78446d9a342845777c7a6a9_0]** 
- Upon completion of the merger, Farmers National Banc Corp. is projected to have **more than $7.4 billion in assets**.  **[836147_68794728f78446d9a342845777c7a6a9_0]** 
- Middlefield Banc Corp. is described as a **high-quality franchise with complementary markets and a strong community banking culture**, offering significant upside for shareholders.  **[836147_68794728f78446d9a342845777c7a6a9_0]**

Farmers National Banc Corp. Announces Merger with Middlefield Banc Corp.

- Middlefield Banc Corp. reported **diluted earnings of $0.65 per share** for the third quarter of 2025, contributing to **year-to-date earnings of $2.01 per share**.  **[836147_0001437749-25-031459_ex_857547.htm:1]** 
- Net interest income for Q3 2025 **increased 16.5% to $17.6 million**, with the net interest margin expanding **33 basis points to 3.79%**.  **[836147_0001437749-25-031459_ex_857547.htm:1]** 
- Total assets grew **6.5% to a record $1.98 billion**, and total loans increased **6.8% to a record $1.61 billion** at September 30, 2025, compared to September 30, 2024.  **[836147_0001437749-25-031459_ex_857547.htm:1]** 
- Book value per share increased **6.1% to $27.71**, and tangible book value per share increased **8.4% to $22.62** at September 30, 2025, compared to September 30, 2024.  **[836147_0001437749-25-031459_ex_857547.htm:1]**  Noninterest income for the nine months ended September 30, 2025, included a **one-time, non-cash gain of $1.2 million** from a real estate exchange.  **[836147_0001437749-25-031459_ex_857547.htm:2]**

MIDDLEFIELD BANC (MBCN)