Middlefield Banc Sets February 10, 2026 Vote on All-Stock Merger With Farmers National Banc

New activity is brewing for Middlefield Banc ( (MBCN) ). The company has submitted a Form DEFM14A to the SEC, indicating an upcoming shareholder vote. This form gives shareholders all the information they need to develop an informed vote. Read on to learn more about the proposed company action.

Farmers National Banc Corp. and Middlefield Banc Corp. announced that their boards have approved an all-stock merger under an Agreement and Plan of Merger dated October 22, 2025, under which Middlefield will merge into Farmers and, immediately afterward, Middlefield’s bank subsidiary will be combined with Farmers’ bank subsidiary. The deal, outlined in a definitive joint proxy statement/prospectus dated December 15, 2025, calls for each outstanding Middlefield common share to be converted into 2.6 Farmers common shares, implying an indicative value in the mid-$30s per share based on recent Nasdaq prices and an estimated issuance of up to about 21.7 million new Farmers shares; the transaction is designed to expand Farmers’ footprint and scale in Ohio community banking. To complete the merger, both companies have called virtual special shareholder meetings for February 10, 2026, where Farmers investors will vote on adopting the merger, increasing authorized common shares to 75 million, approving the related share issuance and any adjournment, while Middlefield shareholders will vote on adopting the merger agreement, approving on an advisory basis the merger-related compensation for named executive officers, and potentially adjourning their meeting to solicit more proxies, with both boards unanimously recommending approval and key directors in each company already bound by voting agreements in favor of the deal.

The most recent analyst rating on (MBCN) stock is a Hold with a $39.00 price target. To see the full list of analyst forecasts on Middlefield Banc stock, see the MBCN Stock Forecast page.

Spark’s Take on MBCN Stock

According to Spark, TipRanks’ AI Analyst, MBCN is a Neutral.

Middlefield Banc’s overall stock score is driven by positive technical indicators and strategic corporate events, particularly the merger with Farmers National Banc Corp. However, challenges in financial performance, including declining revenue growth and profitability, weigh on the score. The valuation is fair, providing a balanced outlook.

To see Spark’s full report on MBCN stock, click here.

More about Middlefield Banc

Middlefield Banc Corp. is an Ohio-based community banking company that operates through The Middlefield Banking Company, offering retail and commercial banking services. It focuses on serving local consumers and small to mid-sized businesses in its regional markets, with its common shares listed on Nasdaq under the symbol “MBCN.”

Average Trading Volume: 19,140

Technical Sentiment Signal: Buy

Current Market Cap: $299.2M

For detailed information about MBCN stock, go to TipRanks’ Stock Analysis page.