MIDDLEFIELD BANC CORP 8-K

What Happened

• Middlefield Banc Corp (the Company) reported that its Compensation Committee on January 12, 2026 approved one-time cash bonuses to be paid February 6, 2026: $49,935.08 to President & CEO Ronald L. Zimmerly, Jr.; $22,827.52 to CFO/EVP/Treasurer Michael C. Ranttila; and $18,547.49 to EVP/Chief Banking Officer Michael L. Cheravitch. The committee also set award levels and performance goals under the Bank’s Annual Incentive Plan for 2026.
• The Annual Incentive Plan is a short-term cash incentive program; 2026 performance measures focus on maintaining service levels during the merger transition, completing required integration tasks with Farmers National Banc Corp. and The Farmers National Bank of Canfield, and timely regulatory disclosures. Plan payouts for 2026 are expected to be made in cash in Q1 2026 on a pro rata basis, assuming shareholder and regulatory approvals and an anticipated merger closing in March 2026. The Plan is incorporated by reference to Exhibit 10.22 of the Company’s June 13, 2024 Form 8‑K.

Key Details

• One-time bonuses approved (payable Feb 6, 2026): CEO $49,935.08; CFO $22,827.52; EVP/CBO $18,547.49 (total ≈ $91,310.09).
• 2026 Annual Incentive Plan goals tied to merger-related integration and regulatory tasks; projected cash distributions in Q1 2026 if merger approvals are received and closing occurs (anticipated March 2026).
• Registration statement on Form S-4 for the merger was declared effective Dec 15, 2025 and a joint proxy/prospectus has been distributed to shareholders.

Why It Matters

• These actions show management and the board are using targeted cash bonuses and incentive goals to retain key executives and prioritize a smooth integration with Farmers National Banc Corp. during the pending merger.
• The one-time bonuses are modest in size relative to company financials (≈ $91k total for the three executives), but the Annual Incentive Plan could lead to additional cash payouts contingent on merger closing and meeting integration/timing milestones. Investors should monitor merger approval and closing progress and future filings for any additional compensation disclosures.
• The filing also reiterates standard forward-looking disclaimers and directs investors to the S-4/joint proxy for full merger details.