8-K - Middlefield Banc Corp. | StockGist

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The Board of Directors of The Middlefield Banking Company approved the termination of three supplemental executive retirement plans (SERPs) for President and CEO Ronald L. Zimmerly, Jr., effective February 9, 2026, in connection with the pending merger of Middlefield Banc Corp. into Farmers National Banc Corp. Mr. Zimmerly will receive compensation including the transfer of annuity contracts valued at approximately $833,864.

Key Takeaways

1Three supplemental executive retirement plans (SERPs) for CEO Ronald L. Zimmerly, Jr. were terminated effective February 9, 2026.

2The termination is connected to the pending merger of Middlefield Banc Corp. with and into Farmers National Banc Corp.

3Compensation deferred under the terminated SERPs will be paid on the last business day before the merger consummation date.

4Mr. Zimmerly will receive compensation per the SERPs, including transfer of seven bank-owned annuity contracts with an estimated account value of $833,864.

5The terminated SERPs are the 2012 SERP, the 2015 SERP, and the Second 2015 SERP.

Current Report Details

Event Type

Management Change

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

(e). Compensatory Arrangements of Certain Officers. At a meeting of the Board of Directors of The Middlefield Banking Company held on February 9, 2026, the dire

Management Change

$833.9K

Executive & Director Changes

Ronald L. Zimmerly, Jr.

President and Chief Executive Officer

Termination of supplemental executive retirement plans

Effective: 2026-02-09

Pending merger of Middlefield Banc Corp. with and into Farmers National Banc Corp.

Exhibits (1)

8-K