Middlefield Banc Corp. Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims on behalf of shareholders of Middlefield Banc Corp. (MBCN)

If you held Middlefield Banc Corp. shares when the proposed merger with Farmers National Banc Corp. (FMNB) was announced on October 22, 2025, and continue to hold them today, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders.

About Middlefield Banc

Middlefield Banc is an Ohio-incorporated bank holding company that operates The Middlefield Banking Company, an Ohio-chartered community bank. The company provides commercial and consumer banking, as well as wealth management and brokerage services, primarily across Northeast, Central, and Western Ohio.

What's Being Investigated

Lawyers are investigating whether Middlefield's board of directors secured the best possible value for shareholders in connection with the proposed merger with Farmers National Banc Corp.

Under the terms announced in the definitive agreement on October 22, 2025, Middlefield will merge with and into Farmers in an all-stock transaction. Each Middlefield shareholder is expected to receive 2.6 shares of Farmers common stock for each share of Middlefield common stock, valuing the transaction at approximately $299 million, or about $36.17 per Middlefield share based on Farmers’ closing price of $13.91 on October 20, 2025.

The merger agreement was unanimously approved by both companies’ boards, with closing anticipated by the end of the first quarter of 2026, pending shareholder and regulatory approvals.

The investigation is focused on evaluating whether the Middlefield board conducted a fair and informed process in connection with the merger, including its consideration of strategic alternatives and the disclosures provided to shareholders. It will also review information regarding post-closing board composition and whether shareholders have received sufficient details to assess the fairness of the transaction.

Your Rights and Next Steps

This is an active investigation into whether Middlefield's directors and officers fulfilled their fiduciary duties in connection with the proposed merger with Farmers. If you were a Middlefield shareholder at the relevant times and still hold shares today, you may have certain rights.

Shareholders who meet these criteria may consider the following options:

• Join as a plaintiff in a shareholder action if evidence supports claims of breaches of fiduciary duty or unfair process.
• Seek changes to the merger agreement that provide improved disclosures or a higher exchange ratio.

Shareholder actions of this type require that you held Middlefield Banc shares at the time of the merger announcement and continue to hold them until the matter is resolved or the merger closes.

What Shareholders Can Do

Shareholder investigations are time-sensitive. If you have held Middlefield Banc securities since the October 22, 2025 announcement, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders, at absolutely no cost to you.

To participate in this investigation and protect your rights, complete the form below to join the investigation.