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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Middlefield Banc Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 12, 2025 |
Exhibit 10.36.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Director”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay the Director a single share of Middlefield common stock (“Shar |
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| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 11, 2025 |
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 August 11, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| August 11, 2025 |
Middlefield Banc Corp. Announces 2025 Third-Quarter Cash Dividend Payment EX-99.1 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an |
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| July 28, 2025 |
EX-99.1 Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2025 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s pl |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N |
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| July 22, 2025 |
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 July 22, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 22, 2025 |
Middlefield Banc Corp. Reports 2025 Six-Month Financial Results 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| June 2, 2025 |
Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2025 First Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No |
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| May 19, 2025 |
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 May 14, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 12, 2025 |
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 May 12, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 12, 2025 |
Middlefield Banc Corp. Announces 2025 Second-Quarter Cash Dividend Payment EX-99.1 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| April 24, 2025 |
Middlefield Banc Corp. Reports 2025 Three-Month Financial Results 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| April 24, 2025 |
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 April 24, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3 |
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| March 13, 2025 |
Exhibit 19 MIDDLEFIELD BANC CORP. STATEMENT OF POLICY TO: All Employees, Officers, and Directors of Middlefield Banc Corp. and subsidiaries FROM: Michael C. Ranttila Executive Vice President - Chief Financial Officer and Treasurer RE: Pre-Clearance and Blackout Periods Procedures for Transactions in Middlefield Banc Corp. stock Date: February 10, 2025 You must not purchase or sell Middlefield Banc |
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| March 13, 2025 |
Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser |
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| February 28, 2025 |
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 28, 2025 Date of Report (Date of earliest event reported) Middlefield Banc Corp. |
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| February 10, 2025 |
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 10, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 10, 2025 |
Middlefield Banc Corp. Announces a 5% Increase in the 2025 First-Quarter Cash Dividend Payment EX-99.1 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an |
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| January 27, 2025 |
EX-99.1 Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2024 Fourth Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s pl |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 23, 2025 |
Results of Operations and Financial Condition 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 January 23, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| January 23, 2025 |
Middlefield Banc Corp. Reports 2024 Twelve-Month Financial Results 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| January 17, 2025 |
Restricted Stock Unit Award Agreement Exhibit 10.2 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share |
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| January 17, 2025 |
Performance Share Unit Award Agreement Exhibit 10.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT 1. Grant of Performance Share Units. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) performance share units (“PSUs”) (“Target Award Opportunity”). Based on the level of achieved performance against the performance goals set forth in this Agreement o |
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| January 17, 2025 |
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 January 14, 2025 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| December 23, 2024 |
-12-31FY2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission fi |
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| November 26, 2024 |
Exhibit 99.2 Dear Valued Shareholder of Middlefield Banc Corp.: We are pleased to send you this prospectus describing our Dividend Reinvestment Plan. Through the Plan, you may purchase additional shares of Middlefield Banc Corp. common stock using cash dividends that you receive on your shares of common stock. You may also make optional cash payments under the Plan, which will also be invested in |
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| November 26, 2024 |
Exhibit 99.1 Computershare Trust Company, N.A. PO Box 43006 Providence, RI 02940-3006 Within USA, US territories & Canada 1-800-736-3001 Outside USA, US territories & Canada 1-781-575-3100 www.computershare.com/investor Name Address Holder Account Number City, State, Zip – – – – – – – – – – – Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this example. Dividend Rei |
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| November 26, 2024 |
Exhibit 99.3 Dividend Reinvestment Plan (DRIP) Payroll Deduction Form Employees (including employees of our subsidiaries or affiliates) who hold shares of our common stock as the shareholder of record may participate in the Dividend Reinvestment Plan (DRIP) and may participate through payroll deductions by completing this form. Employees may invest through payroll deductions in employee-designated |
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| November 26, 2024 |
As filed with the Securities and Exchange Commission on November 26, 2024 S-3DPOS Table of Contents As filed with the Securities and Exchange Commission on November 26, 2024 Registration No. |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 22, 2024 |
Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation Middlefield Banc Corp. 2024 Third Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra |
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| November 18, 2024 |
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 18, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| November 18, 2024 |
Middlefield Banc Corp. Announces 2024 Fourth-Quarter Cash Dividend Payment 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s |
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| November 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 17, 2024 |
Results of Operations and Financial Condition 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 October 17, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 17, 2024 |
Middlefield Banc Corp. Reports 2024 Nine-Month Financial Results 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| September 4, 2024 |
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 August 30, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| September 4, 2024 |
Form of an Executive Restricted Share Unit Award Agreement under the 2017 Omnibus Equity Plan Exhibit 10.2 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share |
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| September 4, 2024 |
Form of a Performance Share Unit Award Agreement under the 2017 Omnibus Equity Plan Exhibit 10.1 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT 1. Grant of Performance Share Units. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) performance share units (“PSUs”) (“Target Award Opportunity”). Based on the level of achieved performance against the performance goals set forth in this Agreement o |
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| August 13, 2024 |
Middlefield Banc Corp. Announces 2024 Third Quarter Cash Dividend Payment 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: Ron Zimmerly Andrew M. Berger President and Chief Executive Officer Managing Director Middlefield Banc Corp. SM Berger & Company, Inc. (419) 673-1217 (216) 464-6400 [email protected] andrew@smb |
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| August 13, 2024 |
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 August 13, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| August 13, 2024 |
General Release and Waiver of Claims between Middlefield Banc Corp. and James R. Heslop, II Exhibit 10.45 GENERAL RELEASE AND WAIVER OF CLAIMS This General Release and Waiver of Claims Agreement (this “Release”) is entered into effective as of January , 2024, by and between Middlefield Banc Corp., its subsidiaries and affiliates (sometimes referred to hereinafter, individually and collectively, as “MBC”) and James R. Heslop, II (hereinafter “Executive”). MBC and Executive will hereinafte |
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| August 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 12, 2024 |
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 August 12, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 29, 2024 |
Exhibit 99.1 Middlefield Banc Corp. 2024 Second Quarter (Nasdaq: MBCN) Middlefield Banc Corp. Investor Presentation 2023 Fourth Quarter 1 Investor Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, s |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N |
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| July 18, 2024 |
Results of Operations and Financial Condition 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 July 18, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 18, 2024 |
Middlefield Banc Corp. Reports 2024 Six-Month Financial Results Exhibit 99.1 Filer: Middlefield Banc Corp. Project Type: 8-K Description: (LED) Form 8-K Q2 Earnings Release Document Type: 8-K Document Version: 7 Project ID: 106163 Created By: Damon Yoder Created At: 7/16/2024 9:51:22 PM EDT 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 |
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| July 12, 2024 |
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 July 8, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 11, 2024 |
DBO Agreement with Michael C. Ranttila Exhibit 10.19 THE MIDDLEFIELD BANKING COMPANY EXECUTIVE SURVIVOR INCOME AGREEMENT THIS EXECUTIVE SURVIVOR INCOME AGREEMENT (this “Agreement’) is made this 8th day of July, 2024, by and between The Middlefield Banking Company, an Ohio-chartered, FDIC-insured nonmember bank with its main office in Middlefield, Ohio (the “Bank”), and Michael C. Ranttila (the “Executive”). WHEREAS, to encourage the Ex |
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| July 11, 2024 |
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 July 8, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| June 13, 2024 |
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 June 10, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| June 13, 2024 |
Exhibit 10.22 The Middlefield Banking Company Annual Incentive Plan 1. Plan Objectives. The primary objective of this Annual Incentive Plan, which is referred to hereinafter as the Plan, is to promote the success of The Middlefield Banking Company (the “Bank”) by linking employee compensation to the Bank’s financial success. The Plan is one means by which the Bank can create on the part of its emp |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N |
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| June 10, 2024 |
Exhibit 99.1 Middlefield Banc Corp. 2024 First Quarter (Nasdaq: MBCN) Middlefield Banc Corp. Investor Presentation 2023 Fourth Quarter Investor Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, stra |
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| June 5, 2024 |
AGREEMENT FOR THE EXCHANGE OF REAL ESTATE EXHIBIT 99.1 AGREEMENT FOR THE EXCHANGE OF REAL ESTATE THIS AGREEMENT FOR THE EXCHANGE OF REAL ESTATE (“Agreement”) is made and entered into as of the date this Agreement is executed by the last party to sign as reflected on the signature page below (the “Effective Date”) by and between CITY OF WESTERVILLE, OHIO, an Ohio municipal corporation (“Westerville”), and THE MIDDLEFIELD BANKING COMPANY, a |
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| June 5, 2024 |
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 May 31, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 20, 2024 |
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 May 15, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 14, 2024 |
Split-Dollar Agreement between The Middlefield Banking Company and Rebecca A. Noblit Exhibit 10.1.1 SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS SPLIT DOLLAR AGREEMENT (this "Agreement") is adopted this 1st day of February, 2021, by and between Liberty National Bank (the "Employer") and Rebecca A. Noblit (the "Employee"), and formalizes the agreements and understanding between the Employer and the Employee. WITNESSETH: WHEREAS, the Employee is employed by the Employer; WHEREAS, the |
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| May 14, 2024 |
Supplemental Executive Retirement Plan with Ronald L. Zimmerly, Jr. Exhibit 10.13 LIBERTY NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Liberty National Bank Supplemental Executive Retirement Plan ("Plan") is adopted as of this l 51 day of October, 2015 (the "Effective Date") by Liberty National Bank, an Ohio corporation (the "Employer" or the "Bank") for the benefit of Ronald L. Zimmerly, Jr. (the "Executive"). The purpose of the Plan is to provide ce |
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| May 14, 2024 |
Change in Control Agreement between Middlefield Banc Corp. and Thomas M. Wilson Exhibit 10.4.3 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Thomas M. Wilson, Executive Vice President and Chief Strategy and Innocation Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Execu |
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| May 14, 2024 |
Secondary Supplemental Executive Retirement Plan with Ronald L. Zimmerly, Jr. Exhibit 10.10 LIBERTY NATIONAL BANK SECONDARY SUPPLEMENT AL EXECUTIVE RETIREMENT PLAN This Supplemental Executive Retirement Plan (''Plan") is adopted as of this 1st day of October, 201 S (the "Effective Date") by LIBERTY NATIONAL BANK, an Ohio corporation (the "Employer" or the "Bank") for the benefit of Ronald L. Zimmerly, Jr. (the "Executive"). The purpose of the Plan is to provide certain supp |
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| May 14, 2024 |
Split-Dollar Agreement between The Middlefield Banking Company and Thomas M. Wilson Exhibit 10.2 SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS SPLIT DOLLAR AGREEMENT (this "Agreement") is adopted this 1st day of February, 2021, by and between Liberty National Bank (the "Employer") and Thomas M. Wilson (the "Employee"), and formalizes the agreements and understanding between the Employer and the Employee. WITNESSETH: WHEREAS, the Employee is employed by the Employer; WHEREAS, the Emp |
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| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 14, 2024 |
Supplemental Executive Retirement Benefits Agreement with Ronald L. Zimmerly, Jr. Exhibit 10.8 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this ''Agreement") is made as of the 15th day of December, 2011, with an Effective Date of January I, 2012, by and between Liberty National Bank, a national banking association ("Bank"), and Ronald Zimmerly, an individual (''Executive"). RECITALS WHEREAS, Executive has provi |
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| May 14, 2024 |
Change in Control Agreement between Middlefield Banc Corp. and Rebecca A. Noblit Exhibit 10.4.2 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Rebecca A. Noblit, Executive Vice President and Chief Credit Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHEREAS, |
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| May 14, 2024 |
Change in Control Agreement between Middlefield Banc Corp. and Michael L. Cheravitch Exhibit 10.4.1 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Michael L. Cheravitch, Executive Vice President and Chief Banking Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHEREAS, |
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| May 14, 2024 |
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 May 14, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 14, 2024 |
Exhibit 10.9 FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This First Amendment to the Supplemental Executive Retirement Benefits Agreement is adopted this 14th day of July, 2015, by and between Liberty National Bank, a national banking association (the "Bank") and Ronald Zimmerly, an individual resident of the State of Ohio (the "Executive"). WHEREAS, the Bank and th |
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| May 14, 2024 |
Middlefield Banc Corp. Announces 2024 Second-Quarter Cash Dividend Payment 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smb |
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| May 14, 2024 |
Change in Control Agreement between Middlefield Banc Corp. and Sarah A. Winters Exhibit 10.4.4 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into effective as of this 12th day of February, 2024, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Sarah A. Winters, Senior Vice President and Chief Human Resources Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the "Executive"). WHE |
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| April 30, 2024 |
Results of Operations and Financial Condition 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 April 30, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| April 30, 2024 |
Middlefield Banc Corp. Reports 2024 First Quarter Financial Results 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 28, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97 THE MIDDLEFIELD BANC CORPORATION COMPENSATION RECOVERY POLICY Adopted by the Board of Directors on August 14, 2023 STATEMENT OF PURPOSE Nasdaq Listing Rule 5608 and the Securities Exchange Commission (the “SEC”) in Rule 10D-1 require Nasdaq-listed companies to (i) adopt a compensation recovery policy for the recovery from current and former Executive Officers of erroneously awarded Ince |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3 |
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| March 28, 2024 |
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 March 25, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| March 28, 2024 |
Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser |
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| March 13, 2024 |
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 March 7, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| March 8, 2024 |
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 12, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 13, 2024 |
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 13, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 13, 2024 |
Middlefield Banc Corp. Announces 2024 First Quarter Cash Dividend Payment EX-99.1 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: Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 an |
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| January 31, 2024 |
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 January 31, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| January 31, 2024 |
Middlefield Banc Corp. 2023 Fourth Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial conditio |
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| January 26, 2024 |
Results of Operations and Financial Condition 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 January 26, 2024 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| January 26, 2024 |
Middlefield Banc Corp. Reports 2023 Full-Year Financial Results Exhibit 99 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: Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a |
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| December 21, 2023 |
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 21, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| November 14, 2023 |
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. |
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| November 14, 2023 |
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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm |
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| November 14, 2023 |
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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm |
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| November 14, 2023 |
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. |
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| November 13, 2023 |
- Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 30, 2023 |
Middlefield Banc Corp. 2023 Third Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial condition |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 23, 2023 |
Results of Operations and Financial Condition 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 October 23, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 23, 2023 |
Middlefield Banc Corp. Reports 2023 Nine-Month Financial Results Exhibit 99 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smb |
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| August 15, 2023 |
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 August 14, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| August 15, 2023 |
Middlefield Banc Corp. Announces 2023 Third Quarter Cash Dividend Payment 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: James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Investor and Media Contact: Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm |
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| August 15, 2023 |
AMENDED CHANGE IN CONTROL AGREEMENT EX-99 EXHIBIT 99 AMENDED CHANGE IN CONTROL AGREEMENT This AMENDED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of this 14th day of August, 2023, by and between Middlefield Banc Corp. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefield |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File |
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| August 7, 2023 |
EX-99.1 Middlefield Banc Corp. 2023 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial |
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| July 24, 2023 |
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 July 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 24, 2023 |
Middlefield Banc Corp. Reports 2023 First Half Financial Results EX-99 Exhibit 99 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No |
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| June 9, 2023 |
EX-99.1 Middlefield Banc Corp. 2023 First Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions, financial c |
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| May 25, 2023 |
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 May 25, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 25, 2023 |
Middlefield Banc Corp. is Set to Join Russell 3000® Index EX-99.1 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a |
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| May 15, 2023 |
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 May 10, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefiel |
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| May 9, 2023 |
Middlefield Banc Corp. Announces 2023 Second-Quarter Cash Dividend Payment EX-99.1 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 a |
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| May 9, 2023 |
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 May 8, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| April 24, 2023 |
Middlefield Banc Corp. Reports 2023 First Quarter Financial Results EX-99 Exhibit 99 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andre |
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| April 24, 2023 |
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 April 24, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File |
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| April 4, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2023 |
Form of conditional stock award agreement EX-10.29 2 d457164dex1029.htm EX-10.29 Exhibit 10.29 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN STOCK AWARD AGREEMENT 1. Number of Shares Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to (the “Participant”) the right to become the owner of shares of Middlefield common stock if the terms and conditions of this Stock Award Agreement are satisfied, subject t |
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| March 17, 2023 |
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 March 10, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 -12-31FY2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-36613 |
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| March 15, 2023 |
Exhibit 10.5 Severance Agreement This Severance Agreement (this “Agreement”) is entered into effective as of this 5th day of December, 2022, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Ronald L. Zimmerly, Jr., President of Middlefield and The Middlefield Banking Company (the “Bank”), a subsidiary of Middlefield (the “Executive”). Whereas, recognizing the contrib |
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| March 15, 2023 |
Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (“MBC”), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC’s consolidated financial statements also include the accounts of MBC’s subsidiaries, Middlefield Investments, Inc. (“MI”), established in March of 2019, MB Insurance Ser |
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| March 15, 2023 |
Split-Dollar Agreement between The Middlefield Banking Company and Ronald L. Zimmerly, Jr. Exhibit 10.12 SPLIT-DOLLAR AGREEMENT This SPLIT-DOLLAR AGREEMENT (this "Agreement made and entered into effective as of the 1'1 day of October 2010, by and between Liberty National Bank, a federal bank headquartered in the state of Ohio (the "Bank") and Ronald Zimmerly, (the "Insured"). RECITALS: A. Insured is currently an employee and officer of the Bank and Bank desires to retain the services of |
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| March 15, 2023 |
Change in Control Agreement between Middlefield Banc Corp. and Courtney M. Erminio Exhibit 10.4.8 Change In Control Agreement This Change in Control Agreement (this “Agreement”) is entered into effective as of this 1st day of April, 2022, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Courtney M. Erminio, Senior Vice President and Risk Officer of The Middlefield Banking Company, a subsidiary of Middlefield (the “Executive”). Whereas, recognizing |
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| March 15, 2023 |
Exhibit 13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Middlefield Banc Corp. |
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| March 15, 2023 |
Executive Deferred Compensation Agreement with Ronald L. Zimmerly, Jr. Exhibit 10.29 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 5th day of December, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Ronald L. Zimmerly, Jr. President of the Bank (the “Executive”). Whereas, to encourage the Executive to |
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| March 15, 2023 |
EX-10.6 4 ex487335.htm EXHIBIT 10.6 Exhibit 10.6 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN STOCK AWARD AGREEMENT 1. Number of Shares Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to Ronald L. Zimmerly, Jr. (the “Participant”) the right to become the owner of 11,364 shares of Middlefield common stock (the “Restricted Stock”) if the terms and conditions of |
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| February 24, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2023 |
Middlefield Banc Corp. Announces 2023 First-Quarter Cash Dividend Payment EX-99.1 2 d453188dex991.htm EX-99.1 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 CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 46 |
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| February 14, 2023 |
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 13, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 13, 2023 |
Exhibit 99.2 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@sm |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 13, 2023 |
EX-99.1 2 d454412dex991.htm EX-99.1 Exhibit 99.1 CONSULTING AGREEMENT This Consulting Agreement (“Consulting Agreement”) is entered into by and between Middlefield Banc Corp., its subsidiaries and affiliates (hereinafter, individually and collectively, “MBC”) and Donald L. Stacy (hereinafter “Executive”). MBC and Executive will hereinafter be collectively referred to as the “Parties”. BACKGROUND I |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 27, 2023 |
Results of Operations and Financial Condition 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 January 27, 2023 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| January 27, 2023 |
Middlefield Banc Corp. Reports 2022 Full Year Financial Results Exhibit 99 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smbe |
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| January 26, 2023 |
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA EX-99.3 3 d639588dex993.htm EX-99.3 Exhibit 99.3 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are |
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| January 26, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. |
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| January 25, 2023 |
As filed with the Securities and Exchange Commission on January 25, 2023 As filed with the Securities and Exchange Commission on January 25, 2023 Registration No. |
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| January 5, 2023 |
MBCN / Middlefield Banc Corp / Ancora Advisors, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MIDDLEFIELD BANC CORP (Name of Issuer) Common Shares (Title of Class of Securities) 596304204 (CUSIP Number) Frederick DiSanto C/O Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Address and Telep |
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| December 9, 2022 |
Exhibit 99.5 VCOC LETTER AGREEMENT MIDDLEFIELD BANC CORP. 15985 EAST HIGH STREET MIDDLEFIELD, OH 44062 May 26, 2022 Castle Creek Capital Partners VI, LP 6051 El Tordo Rancho Santa Fe, CA 92091 Dear Sir/Madam: Reference is made to the Agreement and Plan of Merger by and among Middlefield Banc Corp., an Ohio corporation ( “Middlefield”), Liberty Bancshares, Inc., an Ohio corporation (“Liberty”), and |
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| December 9, 2022 |
Exhibit 99.2 Execution Version SECURITIES PURCHASE AGREEMENT dated August 2, 2018 by and among LIBERTY BANCSHARES, INC. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2018, by and among Liberty Bancshares, Inc., an Ohio corporation (the “Company”), and each purchaser identified |
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| December 9, 2022 |
MBCN / Middlefield Banc Corp / Castle Creek Capital Partners VI, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MIDDLEFIELD BANC CORP. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 596304204 (CUSIP Number) John M. Eggemeyer 11682 El Camino Real Suite 320 San Diego, CA 92130 858-756-8300 Copy to: Castle Creek Capital Partners VI, LP 1168 |
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| December 9, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated December 9, 2022 , with respect to the common stock, no par value, of Middlefield Banc Corp., an Ohio corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securitie |
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| December 9, 2022 |
VOTING AND SHAREHOLDER AGREEMENT Exhibit 99.4 VOTING AND SHAREHOLDER AGREEMENT May 26, 2022 Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-35 Ladies and Gentlemen: Concurrently with the execution of this letter agreement (?Voting and Shareholder Agreement?), Middlefield Banc Corp. (?Middlefield?), MBCN Merger Subsidiary, LLC (?Merger Sub?), and Liberty Bancshares, Inc. (?Liberty?), are entering into an Agre |
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| December 1, 2022 |
Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: (440) 632-1666 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 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected] Middl |
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| December 1, 2022 |
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 1, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| December 1, 2022 |
Regulations of Middlefield Banc Corp. Exhibit 3.2 REGULATIONS OF MIDDLEFIELD BANC CORP. ARTICLE I SHAREHOLDERS SECTION 1?MEETINGS; ANNUAL MEETING. Meetings of the shareholders of the Corporation shall be held at the principal office of the Corporation, or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting within or without the State of Ohio. The Annual Meeting of the sharehol |
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| November 15, 2022 |
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, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| November 15, 2022 |
EX-99.1 Exhibit 99.1 15985 East High Street P. O. Box 35 Middlefield, Ohio 44062 Phone: 440/632-1666 www.middlefieldbank.bank PRESS RELEASE Company Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Investor and Media Contact: Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected] Middlef |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Septmeber 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middle |
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| November 8, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 8, 2022 |
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 Contacts for Middlefield Company Contact: Investor and Media Contact: James R. Heslop, II President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (21 |
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| November 4, 2022 |
Your Vote is Important – Please Vote Today! Form 425 Filed by: Middlefield Banc Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Middlefield Banc Corp. (Commission File No.: 001-36613) Commission File No. for Registration Statement on Form S-4 filed by Middlefield Banc Corp.: 333-266694 Your Vote is Important – Please Vote Today! No |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 3, 2022 |
EX-99.1 2 d323727dex991.htm EX-99.1 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 President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Compan |
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| October 24, 2022 |
Middlefield Banc Corp. Receives Regulatory Approvals and Favorable Recommendation from ISS 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 President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberg |
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| October 24, 2022 |
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 October 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 24, 2022 |
Financial Statements and Exhibits, Other Events 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 October 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 18, 2022 |
Middlefield Banc Corp. Reports 2022 Nine Month Financial Results Exhibit 99 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 Heslop President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s |
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| October 18, 2022 |
Results of Operations and Financial Condition 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 October 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 18, 2022 |
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 October 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| September 27, 2022 |
Table of Contents Filed under Rule 424(b)(3) Registration Number 333-266694 MERGER PROPOSED ? YOUR VOTE IS VERY IMPORTANT Proxy Statement and Prospectus of Middlefield Banc Corp. |
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| September 20, 2022 |
Form of Proxy Card to be used by Middlefield Banc Corp. Exhibit 99.3 Your vote matters ? here?s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/MBCN-SM or scan the QR code ? login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do |
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| September 20, 2022 |
Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-0035 September 20, 2022 Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062-0035 September 20, 2022 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. David Gessert Re: Middlefield Banc Corp. Registration Statement on Form S-4 Filed August 9, 2022, as Amended on September 20, 2022 File No. 333-266694 Request |
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| September 20, 2022 |
Form of Proxy Card to be used by Liberty Bancshares, Inc. Exhibit 99.4 LIBERTY BANCSHARES, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 31, 2022. Have your proxy card in hand when you access the web site and follow th |
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| September 20, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on September 20, 2022 Registration No. |
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| August 9, 2022 |
Consent of Raymond James Financial, Inc. Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (?Raymond James?) consents to (i) the inclusion and description of our opinion letter dated May 24, 2022 to the Board of Directors of Liberty Bancshares, Inc. (the ?Company?) included as Appendix C to the Proxy Statement of the Company which forms a part of the Registration Statement on Form S-4 of Middlefiel |
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| August 9, 2022 |
Consent of Keefe, Bruyette & Woods, Inc. EX-99.2 6 d365548dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Middlefield Banc Corp. (“Middlefield”), as Annex D to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the |
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| August 9, 2022 |
Consent of Spencer T. Cohn to being named a director Exhibit 99.5 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein |
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| August 9, 2022 |
EX-FILING FEES 10 d365548dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Middlefield Banc Corp. (Exact Name of Registration in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rate Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate |
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| August 9, 2022 |
Consent of Mark R. Watkins to being named a director Exhibit 99.6 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein |
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| August 9, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022 Registration No. |
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| August 9, 2022 |
Middlefield Banc Corp. Announces 2022 Third Quarter Cash Dividend Payment 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 President & CEO Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 [email protected] |
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| August 9, 2022 |
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 August 8, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| August 9, 2022 |
Consent of Ronald L. Zimmerly, Jr. to being named a director Exhibit 99.7 Consent of Persons About to Become Directors Securities Act of 1933?Rule 438 I consent to being named in Middlefield Banc Corp.?s (?Middlefield?) Registration Statement on Form S-4 filed with the Securities and Exchange Commission, and all amendments thereto (the ?Registration Statement?), to which this consent is an exhibit, and any prospectus and/or proxy statement contained therein |
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| August 8, 2022 |
Executive Deferred Compensation Agreement with Courtney M. Erminio Exhibit 10.33 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this ?Agreement?) is entered into as of this 1st day of April, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Courtney M. Erminio, Senior Vice President and Risk Officer of the Bank (the ?Executive?). Whereas, to enc |
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| August 8, 2022 |
Executive Deferred Compensation Agreement with Alfred F. Thompson Exhibit 10.34 The Middlefield Banking Company Executive Deferred Compensation Agreement This Executive Deferred Compensation Agreement (this ?Agreement?) is entered into as of this 1st day of April, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Alfred F. Thompson, Jr., Senior Vice President Credit Administration of the Bank (the ?Executive?). Wherea |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefield |
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| August 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2022 |
Middlefield Banc Corp. 2022 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99.1 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.?s plans, strategies, objectives, expectations, intentions, financial conditio |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File |
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| July 18, 2022 |
Middlefield Banc Corp. Reports 2022 First Half Financial Results Exhibit 99 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 Heslop President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s |
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| July 18, 2022 |
Results of Operations and Financial Condition 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 July 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 18, 2022 |
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 July 18, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 27, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No |
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| May 27, 2022 |
EX-2.1 2 d312835dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 26, 2022 BY AND AMONG MIDDLEFIELD BANC CORP., MBCN MERGER SUBSIDIARY, LLC, AND LIBERTY BANCSHARES, INC. TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.1 “Acquisition Proposal” 1 1.2 “Affiliate” 1 1.3 “Agreement” 1 1.4 “Bank Merger” 1 1.5 “Bank Merger Agreement” 1 1.6 “Bank Regulator” 1 1.7 “BHC Act” 2 1.8 “Book-En |
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| May 27, 2022 |
425 1 d312835d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorpor |
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| May 26, 2022 |
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 May 26, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 26, 2022 |
Exhibit 99.2 Middlefield Banc Corp. Merger with Liberty Bancshares, Inc. May 26, 2022 (Nasdaq: MBCN) Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.?s plans, strategies, objectives, expectations, intentions, financial |
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| May 26, 2022 |
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 118 South Main Street P.O. Box 135, Ada, Ohio, 45810 Phone: (419) 634-5015 Fax: (419) 634-0335 https://myliberty.bank/ PRESS RELEASE Contacts for Middlefield Company Contact: Investor and Media Contact: Liberty Contact: James R. Heslop, II President & CEO Midd |
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| May 26, 2022 |
Financial Statements and Exhibits, Other Events 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 May 26, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| May 12, 2022 |
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 May 11, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 12, 2022 |
Michael C. Ranttila Promoted to Vice President of Finance of Middlefield Banc Corp. 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 President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| May 12, 2022 |
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 May 11, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 10, 2022 |
Executive Retention Agreement between The Middlefield Banking Company and Michael L. Allen Exhibit 10.9 THE MIDDLEFIELD BANKING COMPANY EXECUTIVE RETENTION INCENTIVE AGREEMENT This Executive Retention Incentive Agreement (the ?Agreement?) is hereby entered into effective January 1, 2022 (the ?Effective Date?) by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Michael L. Allen (the ?Executive?). WHEREAS, the Executive is a valued employee of the Bank |
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| May 10, 2022 |
Executive Retention Agreement between The Middlefield Banking Company and Charles O. Moore Exhibit 10.10 THE MIDDLEFIELD BANKING COMPANY EXECUTIVE RETENTION INCENTIVE AGREEMENT This Executive Retention Incentive Agreement (the ?Agreement?) is hereby entered into effective January 1, 2022 (the ?Effective Date?) by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Charles O. Moore (the ?Executive?). WHEREAS, the Executive is a valued employee of the Ban |
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| May 10, 2022 |
Executive Retention Agreement between The Middlefield Banking Company and Michael C. Ranttila Exhibit 10.8 THE MIDDLEFIELD BANKING COMPANY EXECUTIVE RETENTION INCENTIVE AGREEMENT This Executive Retention Incentive Agreement (the ?Agreement?) is hereby entered into effective January 1, 2022 (the ?Effective Date?) by and between The Middlefield Banking Company, an Ohio-chartered bank (the ?Bank?), and Michael C. Ranttila (the ?Executive?). WHEREAS, the Executive is a valued employee of the B |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefiel |
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| May 10, 2022 |
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 May 9, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 10, 2022 |
Exhibit 99.1 Middlefield Banc Corp. 2022 First Quarter Investor Presentation (Nasdaq: MBCN) Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.?s plans, strategies, objectives, expectations, intentions, financial condition |
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| May 10, 2022 |
Middlefield Banc Corp. Announces 2022 Second Quarter Cash Dividend Payment EX-99.1 2 d178513dex991.htm EX-99.1 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 President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM B |
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| May 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File No |
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| April 21, 2022 |
Middlefield Banc Corp. Reports 2022 First Quarter Financial Results Exhibit 99 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 Heslop President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@s |
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| April 21, 2022 |
Results of Operations and Financial Condition 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 April 21, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Middlefield Banc Corp. 2. Name of Persons Relying on Exemption: Ancora Advisors LLC Ancora Catalyst Fund LP 3. Address of Persons Relying on the Exemption: c/o Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite |
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| April 18, 2022 |
Ancora Issues Open Letter to Middlefield Banc Corp. Shareholders Highlights the Board's Poor Succession Planning, Abysmal Corporate Governance and Track Record of Presiding Over Financial Underperformance Urges the Board to Initiate a Credible Sale Process and Promptly Engage with Potential Suitors April 18, 2022 08:00 AM Eastern Daylight Time CLEVELAND-(BUSINESS WIRE)-Ancora Holdings Group, LLC ( |
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| April 18, 2022 |
MBCN / Middlefield Banc Corp / Ancora Advisors, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* MIDDLEFIELD BANC CORP (Name of Issuer) Common Shares (Title of Class of Securities) 596304204 (CUSIP Number) Frederick DiSanto C/O Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Address and Tel |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Cranberry Township, PennsylvaniaS. R. Snodgrass, P.C.-12-31 FY 2021 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transi |
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| March 15, 2022 |
Compensation Agreement between Middlefield Banc Corp. and Michael C. Ranttila EX-10.46 2 ex342112.htm EXHIBIT 10.4.6 Exhibit 10.4.6 |
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| March 15, 2022 |
Subsidiaries of Middlefield Banc Corp. Exhibit 21 Middlefield Banc Corp. Subsidiaries 1 The Middlefield Banking Company (?MBC?), an Ohio-chartered commercial bank that began operations in 1901, engages in general commercial banking in northeastern and central Ohio. MBC?s consolidated financial statements also include the accounts of MBC?s subsidiary, Middlefield Investments, Inc. (?MI?), established March 13, 2019. The principal execut |
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| March 15, 2022 |
Exhibit 13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Middlefield Banc Corp. |
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| February 25, 2022 |
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 23, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 25, 2022 |
form of conditional stock award agreement Exhibit 10.29 MIDDLEFIELD BANC CORP. 2017 OMNIBUS EQUITY PLAN STOCK AWARD AGREEMENT 1. Number of Shares Awarded. Middlefield Banc Corp. (?Middlefield?), an Ohio corporation, hereby awards to (the ?Participant?) the right to become the owner of shares of Middlefield common stock if the terms and conditions of this Stock Award Agreement are satisfied, subject to a potential increase to as many as sh |
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| February 17, 2022 |
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 14, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| February 17, 2022 |
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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-640 |
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| February 15, 2022 |
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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-640 |
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| February 15, 2022 |
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 14, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| January 25, 2022 |
Middlefield Banc Corp. Reports 2021 Full Year Financial Results Exhibit 99 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| January 25, 2022 |
Results of Operations and Financial Condition 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 January 25, 2022 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middle |
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| November 10, 2021 |
MBCN / Middlefield Banc Corp / Ancora Advisors, LLC Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MIDDLEFIELD BANC CORP (Name of Issuer) Common Shares (Title of Class of Securities) 596304204 (CUSIP Number) Frederick DiSanto C/O Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Addr |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 9, 2021 |
EX-99.1 2 d117364dex991.htm EX-99.1 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM |
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| November 9, 2021 |
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 8, 2021 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| November 9, 2021 |
Exhibit 99 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| November 1, 2021 |
MBCN / Middlefield Banc Corp / Ancora Advisors, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MIDDLEFIELD BANC CORP (Name of Issuer) Common Shares (Title of Class of Securities) 596304204 (CUSIP Number) Frederick DiSanto C/O Ancora Holdings Group, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 (216) 825-4000 (Name, Address and Telep |
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| October 18, 2021 |
Results of Operations and Financial Condition 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 October 18, 2021 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| October 18, 2021 |
Middlefield Banc Corp. Reports 2021 Nine Month Financial Results EX-99 2 d216506dex99.htm EX-99 Exhibit 99 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger |
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| September 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission F |
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| September 20, 2021 |
EX-99 2 d211848dex99.htm EX-99 Middlefield Banc Corp. 2021 Second Quarter Investor Presentation (Nasdaq: MBCN) Exhibit 99 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, i |
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| August 13, 2021 |
Middlefield Banc Corp. Increases Share Repurchase Program EX-99.1 2 d552556dex991.htm EX-99.1 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM |
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| August 13, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 (Date of Report (date of earliest event reported)): August 9, 2021 Middlefield Banc Corp. |
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| August 10, 2021 |
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 August 9, 2021 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| August 10, 2021 |
Middlefield Banc Corp. Announces 2021 Third Quarter Cash Dividend Payment EX-99.1 2 d40403dex991.htm EX-99.1 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM B |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36613 Middlefield |
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| July 16, 2021 |
Results of Operations and Financial Condition 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 July 16, 2021 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| July 16, 2021 |
Middlefield Banc Corp. Reports Record 2021 First Half Financial Results Exhibit 99 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 |
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| June 21, 2021 |
EX-99 2 d190459dex99.htm EX-99 Exhibit 99 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM Berger |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 MIDDLEFIELD BANC CORP. (Exact name of registrant as specified in its charter) Ohio 001-36613 34-1585111 (State or other jurisdiction of incorporation) (Commission File N |
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| May 13, 2021 |
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 May 12, 2021 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. |
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| May 11, 2021 |
Middlefield Banc Corp. Announces 2021 Second Quarter Cash Dividend Payment EX-99.1 2 d848135dex991.htm EX-99.1 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: Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 [email protected] Andrew M. Berger Managing Director SM |
