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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
December 8, 2025
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 |
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| 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02(e): Material Compensatory Plan
At a meeting of the Compensation Committee of the Board of Directors of The Middlefield Banking Company held on December 8, 2025, the nonemployee directors approved bonuses to be payable on December 26, 2025 in the amount of $230,987 for President and Chief Executive Ronald L. Zimmerly, Jr., $105,594 for Chief Financial Officer, Executive Vice President and Treasurer Michael C. Ranttila, and $85,795 for Executive Vice President and Chief Banking Officer Michael L. Cheravitch.
At a meeting held on December 8, 2025, the Compensation Committee of Middlefield Banc Corp. approved bonuses of $40,000, $19,000, and $11,000 for Messrs. Zimmerly, Ranttila, and Cheravitch, respectively. At the same meeting, the Compensation Committee approved the accelerated vesting, on or before December 31, 2025, of restricted stock awards granted on March 10, 2023, to Mr. Zimmerly, who will receive 4,653 shares, and Mr. Ranttila, who will receive 3,558 shares. Shares subject to the March 10, 2023 stock award agreements were scheduled to vest on March 10, 2026.
At the December 8, 2025 Compensation Committee meeting of Middlefield Banc Corp., the Compensation Committee approved the accelerated vesting, on or before December 31, 2025, of performance share units granted on August 6, 2024 to Messrs. Zimmerly, Ranttila, and Cheravitch. Mr. Cheravitch will vest in 5,204 performance shares; Mr. Ranttila will vest in 12,713 performance shares; and Mr. Zimmerly will vest in 10,161 performance shares.
This summary of the acceleration of restricted stock awards is qualified in its entirety by reference to the copy of the form of amendment to conditional stock award agreement attached as an exhibit. This summary of the acceleration of performance share units granted in 2024 is qualified in its entirety by reference to the copies of the forms of amendments attached as an exhibit.
Item 9.01(d): Exhibits
| 10.29.2 | Form of Amendment to Conditional Stock Award Agreement | |
| 10.29.3 | Form of Amendment to Performance Share Unit Award Agreement | |
| 10.29.4 | Form of Amendment to Performance Share Unit Award Agreement | |
| 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: December 12, 2025 | /s/ Ronald L. Zimmerly, Jr. |
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| Chief Executive Officer | ||||||
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 Banc Corp. 2017 Omnibus Equity Plan (the “Plan”).
Whereas, pursuant to the Stock Award Agreement, dated as of March 10, 2023 (the “Agreement”), by and between Middlefield and Participant, Participant received a grant of _______ shares of Middlefield common stock (the “Shares”),
Whereas, Section 3(a) of the Agreement provides that, for Participant to become owner of and vested in the Shares, Participant must maintain continuous employment with Middlefield or a Related Entity for three years after the date of the Agreement, except in the case of termination within three years occurring because of death or disability and except for a Change in Control occurring within three years after the date of the Agreement,
Whereas, Section 3(b) of the Agreement provides that for Participant to become owner of and vested in the Shares, the performance-based vesting conditions of Section 3(b) must be satisfied and, if performance goals are achieved based on the maximum performance level, Participant will be entitled to receive a maximum award of up to 125% of the number of Shares awarded, WHEREAS, the Compensation Committee wishes to waive the service and performance conditions in Section 3 of the Agreement and to amend the Agreement to accelerate the vesting of the Shares so that Participant will become owner of and vested in a maximum award of Shares, with performance goals deemed achieved based on the maximum performance level on or before December 31, 2025.
Whereas, Section 1.5(a) of the Agreement and Plan of Merger by and between Middlefield and Farmers National Banc Corp. (“Farmers”), dated as of October 22, 2025 (the “Merger Agreement”), provides that prior to the effective time of the merger of Middlefield with and into Farmers, all outstanding share awards pursuant to a share award agreement granted in accordance with the Plan shall be fully earned and vested and, with respect to any plan share awards subject to performance-based vesting conditions, with performance goals deemed achieved based on the maximum performance level,
Whereas, as of the date hereof, no Shares have vested under the Agreement,
Whereas, Section 4.1 of the Plan provides that the Compensation Committee of Middlefield’s board of directors shall have complete discretion to make all decisions necessary or advisable for the administration and interpretation of the Plan and that actions of the Compensation Committee shall be final, binding, and conclusive for all purposes and upon all persons, and
NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Middlefield and the Participant hereby agree as follows.
1. Amendment. Upon execution by Participant of this Amendment, Participant shall become owner of and fully vested in shares of Middlefield common stock.
2. The Vesting of the Shares is Subject to Tax Withholding. The vesting of the Shares pursuant to this Amendment shall be subject to federal, state, and local withholding tax requirements. Participant may elect to reimburse Middlefield for all tax withholding obligations through one or more of the methods set forth in Section 15.4(c) of the Plan.
3. Other Terms Are Not Affected by this Amendment. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of will be deemed an original, but all of which taken together will constitute one and the same document.
IN WITNESS WHEREOF, the undersigned Participant and Middlefield have executed this Amendment to Stock Award Agreement as of the date first written above.
| PARTICIPANT | MIDDLEFIELD BANC CORP. | |||||
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By: |
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| Michael C. Voinovich | ||||||
| Chairman, Compensation Committee | ||||||
2
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 ascribed to them by the Middlefield Banc Corp. 2017 Omnibus Equity Plan (the “Plan”).
Whereas, pursuant to the Performance Share Unit Award Agreement, dated as of August 6, 2024 (the “Agreement”), by and between Middlefield and Participant, Participant received a grant of _______ performance share units (the “PSUs”),
Whereas, Section 3 of the Agreement provides that the number of PSUs which are earned over the three-year period ending December 31, 2026 (the “Performance Period”) will be based on achieved performance against the Performance Goals set forth in the Appendix to the Agreement,
Whereas, Section 4 of the Agreement provides that Participant must be continuously employed during the entire Performance Period and up to the Payment Date during the period within sixty (60) days after the end of the Performance Period (the “Payment Date”) to vest in any earned PSUs and to be eligible for a payout of the Participant’s earned PSUs, if any,
Whereas, Section 1.5(a) of the Agreement and Plan of Merger by and between Middlefield and Farmers National Banc Corp. (“Farmers”), dated as of October 22, 2025 (the “Merger Agreement”), provides that prior to the effective time of the merger of Middlefield with and into Farmers, all outstanding share awards pursuant to a share award agreement granted in accordance with the Plan shall be fully earned and vested and, with respect to any plan share awards subject to performance-based vesting conditions, with performance goals deemed achieved based on the maximum performance level,
Whereas, Middlefield has received the consent of Farmers pursuant to Section 5.2(i) of the Merger Agreement to accelerate the vesting of the PSUs so that Participant will become owner of and vested in a maximum award of PSUs, with performance goals deemed achieved based on the maximum performance level on or before December 31, 2025,
Whereas, as of the date hereof, no PSUs have vested under the Agreement,
Whereas, Section 4.1 of the Plan provides that the Compensation Committee of Middlefield’s board of directors shall have complete discretion to make all decisions necessary or advisable for the administration and interpretation of the Plan and that actions of the Compensation Committee shall be final, binding, and conclusive for all purposes and upon all persons, and
WHEREAS, the Compensation Committee wishes to waive the service and performance conditions of the Agreement and to amend the Agreement to accelerate the vesting of the PSUs so that Participant will become owner of and vested in a maximum award of PSUs, with performance goals deemed achieved based on the maximum performance level, on or before December 31, 2025.
NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Middlefield and the Participant hereby agree as follows.
1. Amendment. Upon execution by Participant of this Amendment, Participant shall become owner of and fully vested in shares of Middlefield common stock.
2. The Vesting of the PSUs is Subject to Tax Withholding. The vesting of the PSUs pursuant to this Amendment shall be subject to federal, state, and local withholding tax requirements. Participant may elect to reimburse Middlefield for all tax withholding obligations through one or more of the methods set forth in Section 15.4(c) of the Plan.
3. Other Terms Are Not Affected by this Amendment. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of will be deemed an original, but all of which taken together will constitute one and the same document.
IN WITNESS WHEREOF, the undersigned Participant and Middlefield have executed this Amendment to Performance Share Unit Award Agreement as of the date first written above.
| PARTICIPANT | MIDDLEFIELD BANC CORP. | |||||
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By: |
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| Michael C. Voinovich | ||||||
| Chairman, Compensation Committee | ||||||
2
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 to them by the Middlefield Banc Corp. 2017 Omnibus Equity Plan (the “Plan”).
Whereas, pursuant to the Performance Share Unit Award Agreement, dated as of August 6, 2024 (the “Agreement”), by and between Middlefield and Participant, Participant received a grant of _______ performance share units (the “PSUs”),
Whereas, Section 3 of the Agreement provides that the number of PSUs which are earned over the three-year period ending December 31, 2026 (the “Performance Period”) will be based on achieved performance against the Performance Goals set forth in the Appendix to the Agreement,
Whereas, Section 4 of the Agreement provides that Participant must be continuously employed during the entire Performance Period and up to the Payment Date during the period within sixty (60) days after the end of the Performance Period (the “Payment Date”) to vest in any earned PSUs and to be eligible for a payout of the Participant’s earned PSUs, if any,
Whereas, Section 1.5(a) of the Agreement and Plan of Merger by and between Middlefield and Farmers National Banc Corp. (“Farmers”), dated as of October 22, 2025 (the “Merger Agreement”), provides that prior to the effective time of the merger of Middlefield with and into Farmers, all outstanding share awards pursuant to a share award agreement granted in accordance with the Plan shall be fully earned and vested and, with respect to any plan share awards subject to performance-based vesting conditions, with performance goals deemed achieved based on the maximum performance level,
Whereas, Middlefield has received the consent of Farmers pursuant to Section 5.2(i) of the Merger Agreement to accelerate the vesting of the PSUs so that Participant will become owner of and vested in a portion of the PSUs, with performance goals deemed achieved based on the maximum performance level on or before December 31, 2025,
Whereas, as of the date hereof, no PSUs have vested under the Agreement,
Whereas, Section 4.1 of the Plan provides that the Compensation Committee of Middlefield’s board of directors shall have complete discretion to make all decisions necessary or advisable for the administration and interpretation of the Plan and that actions of the Compensation Committee shall be final, binding, and conclusive for all purposes and upon all persons, and
WHEREAS, the Compensation Committee wishes to waive the service and performance conditions of the Agreement and to amend the Agreement to accelerate the vesting of the PSUs so that Participant will become owner of and vested in a maximum award of PSUs, with performance goals deemed achieved based on the maximum performance level, on or before December 31, 2025.
NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Middlefield and the Participant hereby agree as follows.
1. Amendment. Upon execution by Participant of this Amendment, Participant shall become owner of and vested in shares of Middlefield common stock.
2. The Vesting of the PSUs is Subject to Tax Withholding. The vesting of the PSUs pursuant to this Amendment shall be subject to federal, state, and local withholding tax requirements. Participant may elect to reimburse Middlefield for all tax withholding obligations through one or more of the methods set forth in Section 15.4(c) of the Plan.
3. Other Terms Are Not Affected by this Amendment. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of will be deemed an original, but all of which taken together will constitute one and the same document.
IN WITNESS WHEREOF, the undersigned Participant and Middlefield have executed this Amendment to Performance Share Unit Award Agreement as of the date first written above.
| PARTICIPANT | MIDDLEFIELD BANC CORP. | |||||
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By: |
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| Michael C. Voinovich | ||||||
| Chairman, Compensation Committee | ||||||
2