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

February 923, 2026

(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))

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. ☐

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

NASDAQ Capital Market

Item 5.02(e).

Compensatory Arrangements of Certain Officers.

AtAs apreviously ~~meeting~~disclosed, ~~of the Board of Directors of The Middlefield Banking Company held~~ on ~~February~~October 922, ~~2026~~2025, ~~the~~Middlefield ~~directors~~Banc ~~approved~~Corp (the ~~termination of the following supplemental executive retirement plans (~~“~~SERPs~~Company”) ~~for~~entered ~~the~~into ~~benefit~~an ofAgreement ~~President~~ and ~~Chief~~Plan ~~Executive Officer Ronald L. Zimmerly, Jr. effective as~~ of ~~February 9,~~Merger ~~2026:~~ (i)the ~~that~~“Merger ~~certain Supplemental Executive Retirement Benefits~~ Agreement”), ~~dated~~by asand ofbetween ~~December 15,~~the ~~2011,~~Company ~~with~~and anFarmers ~~effective~~National ~~date~~Banc asCorp. ~~of January 1~~(“Farmers”), ~~2012,~~pursuant byto ~~and~~which ~~between~~the ~~Liberty~~Company ~~National~~will ~~Bank~~be merged with and ~~Ronald~~into ~~Zimmerly,~~Farmers as(the ~~amended~~“Merger”) bywith ~~that~~Farmers ~~certain~~surviving ~~First~~the ~~Amendment~~Merger. Pursuant to the ~~Supplemental~~terms ~~Executive~~of ~~Retirement~~the ~~Benefits~~Merger Agreement ~~adopted July 14~~, ~~2015~~immediately (preceding the ~~“2012~~effective ~~SERP”),~~time ~~(ii)~~of ~~that~~the ~~certain~~Merger, ~~Liberty~~all ~~National~~outstanding ~~Bank~~plan ~~Supplemental~~share ~~Executive~~awards ~~Retirement~~pursuant ~~Plan,~~to ~~adopted~~a asplan ofshare ~~October 1,~~award ~~2015,~~agreement bygranted ~~Liberty~~in ~~National~~accordance ~~Bank~~with ~~for~~ the ~~benefit~~Company’s of2017 ~~Ronald~~Omnibus L.Equity ~~Zimmerly~~Plan ~~(the~~shall ~~“2015~~be ~~SERP”),~~fully earned and vested (~~iii) that~~and, ~~certain~~with ~~Secondary~~respect ~~Supplemental~~to ~~Executive~~any ~~Retirement~~such ~~Plan,~~plan ~~adopted~~share asawards ofsubject ~~October 1,~~to ~~2015~~performance-based byvesting ~~Liberty~~conditions, ~~National~~with ~~Bank~~performance ~~for~~goals ~~the~~deemed ~~benefit~~achieved ofbased ~~Ronald L. Zimmerly~~on (the ~~“Second~~maximum ~~2015~~performance ~~SERP”~~level).

~~The~~Consistent ~~SERPs~~with ~~were~~the ~~terminated~~terms inof ~~connection with~~ the ~~pending~~Merger ~~merger~~Agreement ofand ~~Middlefield~~in ~~Banc~~accordance ~~Corp.~~ with ~~and~~the ~~into~~authority ~~Farmers~~granted ~~National~~to ~~Banc~~the ~~Corp.~~Compensation Committee (the “~~Merger~~Committee”) ~~with~~of ~~payments~~the Board of ~~compensation~~Directors ~~deferred~~of ~~under~~the Company to approve the ~~terminated~~acceleration ~~SERPs~~of tovesting beof ~~made~~plan onshare ~~the~~awards, ~~last~~at ~~business~~a ~~day~~meeting ~~preceding~~of the ~~date~~Committee held on ~~which~~February 23, 2026, the ~~Merger~~Committee isapproved ~~consummated.~~the Infull ~~connection~~vesting ~~with~~of ~~the~~all ~~termination~~outstanding ofplan share awards under the ~~SERPs~~Company’s 2017 Omnibus Equity Plan, ~~Mr.~~effective as of February ~~Zimmerly~~23, ~~will~~2026 ~~receive~~and ~~certain~~further ~~compensation~~approved inand ~~accordance~~directed ~~with~~that ~~the~~any ~~provisions~~plan share awards subject to performance-based vesting be deemed achieved based on maximum performance. The Committee’s approval of the ~~SERPs,~~acceleration ~~including,~~of vesting of all plan share awards included the ~~transfer~~accelerated ofvesting ~~seven~~(with ~~bank~~performance-~~owned~~based ~~annuity~~plan ~~contracts~~share ~~having~~awards anbeing ~~estimated~~vested ~~account~~in ~~value~~amounts ofbased ~~$833,864~~on maximum performance level) to certain named executive officers.

The ~~foregoing~~following ~~description~~table ofsets ~~the~~forth ~~SERPs~~each ~~does~~plan ~~not~~share ~~purport~~award toissued beunder ~~complete~~the ~~and~~Company’s is2017 ~~qualified~~Omnibus inEquity ~~its~~Plan ~~entirety by reference~~ to ~~the~~a ~~2012~~named ~~SERP~~executive ~~which~~officer isof ~~filed~~the asCompany ~~Exhibits~~that ~~10.8~~was ~~and~~vested ~~10.9~~in tofull following the ~~Form~~Committee’s ~~10-Q~~actions ~~filed by Middlefield Banc Corp.~~ on ~~May~~February 1423, ~~2024,~~2026 ~~the~~and ~~2015 SERP which is filed as Exhibit 10.13 to~~ the ~~Form~~total ~~10-Q~~number ~~filed~~of by Middlefield Banc Corp. oncommon ~~May 14,~~shares ~~2024,~~issued ~~and~~to ~~the~~such ~~Second~~named ~~2015~~executive ~~SERP~~officer ~~which is filed~~ as ~~Exhibit~~a ~~10.10~~result toof ~~the~~such ~~Form~~vesting ~~10-Q filed by Middlefield Banc Corp.~~ on ~~May 14,~~a ~~2024,~~gross ~~each of which are incorporated herein by reference~~basis.


Named Executive Officer	Type of Award	Date of Grant	Number of Company Common Shares Issued Upon Vesting (rounded to the nearest whole share)
Ronald L. Zimmerly, Jr., President and Chief Executive Officer	Restricted Stock Unit	August 6, 2024	4,520
	Restricted Stock Unit	January 14, 2025	4,576
	Performance Share Unit	August 6, 2024	19,500
	Performance Share Unit	January 14, 2025	30,030
Michael C. Ranttila, Chief Financial Officer, Executive Vice President, and Treasurer	Restricted Stock Unit	August 6, 2024	3,013
	Restricted Stock Unit	January 14, 2025	2,955
	Performance Share Unit	January 14, 2025	12,467
Michael L. Cheravitch, Executive Vice President and Chief Banking Officer	Restricted Stock Unit	August 6, 2024	1,707
	Restricted Stock Unit	January 14, 2025	1,753
	Performance Share Unit	August 6, 2024	2,000
	Performance Share Unit	January 14, 2025	7,399

The foregoing summary of the Merger Agreement and acceleration of plan share awards is qualified in its entirety by reference to the Merger Agreement which is filed as Exhibit 2.1 to the Company’s Form 8-K Current Report filed on October 27, 2025 and the Company’s 2017 Omnibus Equity Plan which is included in the Company’s definitive proxy statement for the 2017 Annual Meeting of Shareholders as Appendix A, filed on April 4, 2017, the Form of Performance Share Unit Award Agreement under the 2017 Omnibus Equity Plan filed as Exhibit 10.1 of the Company’s Form 8-K Current Report filed on September 4, 2024, and the Form of Restricted Stock Unit Award Agreement under the 2017 Omnibus Equity Plan filed as Exhibit 10.2 of the Company’s Form 8-K Current Report filed on September 4, 2024.

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: February 12, 2026

/s/ Ronald L. Zimmerly, Jr

Date: February 25, 2026

/s/ Ronald L. Zimmerly, Jr

President and Chief Executive Officer

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