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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.
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation)
001-36613
(Commission File Number)
34-1585111
(I.R.S. Employer Identification Number)
15985 East High Street
Middlefield, Ohio 44062
(Address of principal executive offices, including zip code)
(440) 632-1666
(Registrant’s telephone number, including area code)
(not applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, no par value | MBCN | The NASDAQ Stock Market, LLC (NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | Other Events |
On November 13, 2023, the Board of Directors of Middlefield Banc Corp. (the “Company”), Middlefield, Ohio, approved a quarterly cash dividend of $0.20 per common share. This is consistent with the regular quarterly cash dividend paid in the previous quarter.
The Board of Directors also approved a special one-time cash dividend of $0.05 per common share. Both the regular and the special cash dividends are payable on December 15, 2023 to shareholders of record on December 1, 2023.
A press release announcing this declaration is included as Exhibit 99.1 to this current report on Form 8-K.
Middlefield Banc Corp. is a bank holding company with total assets of $1.79 billion at September 30, 2023. The Company’s subsidiary bank, The Middlefield Banking Company, operates 21 full-service banking centers and one loan production office at locations in Northeast Ohio, Central, and Western Ohio.
Middlefield Banc Corp. may be accessed at www.middlefieldbank.bank. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “MBCN”.
| ITEM 9.01(d) | Exhibits |
The following exhibit is furnished to this Current Report on Form 8-K:
(a) Exhibits.
| 99.1 | November 14, 2023 press release of Middlefield Banc Corp. | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: November 14, 2023 | /s/ James R. Heslop, II |
|||||
| Its: 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 JHeslop@middlefieldbank.com |
Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com |
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
MIDDLEFIELD, OHIO, November 14, 2023 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today announced that its Board of Directors declared a special cash dividend of $0.05 per common share and a regular quarterly cash dividend of $0.20 per common share. Both dividends are payable on December 15, 2023, to shareholders of record as of December 1, 2023.
James R. Heslop, II, Chief Executive Officer of Middlefield, stated, “The ability to increase our dividend in 2023, combined with this year’s special dividend, reflects the strength of our balance sheet and business model, as well as our long-standing commitment to reward shareholders. In fact, our annual cash dividend has increased from $0.57 per share in 2019 to $0.85 per share in 2023, representing a 10.5% compound annual growth rate. Our focus on serving our communities, customers, and employees through a commitment to profitability, quality, safety, and soundness continues to drive our success, while delivering value to our shareholders.”
About Middlefield Banc Corp.
Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.79 billion at September 30, 2023. The Bank operates 21 full-service banking centers and an LPL Financial® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.
Additional information is available at www.middlefieldbank.bank
This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.