Form 8-K - Current report

MIDDLEFIELD BANC CORP false 0000836147 0000836147 2024-05-14 2024-05-14

 

 

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.

(Exact name of registrant as specified in its charter)

 

 

Ohio

(State or other jurisdiction of incorporation)

001-36613

(Commission File Number)

34-1585111

(I.R.S. Employer Identification Number)

15985 East High Street

Middlefield, Ohio 44062

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

(not applicable)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		MBCN		The NASDAQ Stock Market, LLC (NASDAQ Capital Market)

 

 

 

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ITEM 8.01

OTHER EVENTS

On May 13, 2024, the Board of Directors of Middlefield Banc Corp. (the “Company”), Middlefield, Ohio, approved a quarterly cash dividend of $0.20 per common share. This is consistent with the regular quarterly cash dividend paid in the previous quarter.

The cash dividends are payable on June 14, 2024 to shareholders of record on May 31, 2024.

A press release announcing this declaration is included as Exhibit 99.1 to this current report on Form 8-K.

Middlefield Banc Corp. is a bank holding company with total assets of $1.82 billion at March 31, 2024. The Company’s subsidiary bank, The Middlefield Banking Company, operates 21 full-service banking centers and one loan production office at locations in Northeast Ohio, Central, and Western Ohio.

Middlefield Banc Corp. may be accessed at www.middlefieldbank.bank. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “MBCN”.

 

ITEM 9.01(d)

EXHIBITS

The following exhibits are furnished to this Current Report on Form 8-K:

(a) Exhibits.

 

99.1		May 14, 2024 press release of Middlefield Banc Corp.
104		Cover Page Interactive File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						MIDDLEFIELD BANC CORP.
Date: May 14, 2024						/s/ Ronald L. Zimmerly, Jr
						President and Chief Executive Officer

Exhibit 99.1

 

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062

Phone: [phone] FAX: [phone]

www.middlefieldbank.bank

PRESS RELEASE

 

Company Contact:		Investor and Media Contact:
Ron Zimmerly President and Chief Executive Officer Middlefield Banc Corp. [phone] [e-mail]		Andrew M. Berger Managing Director SM Berger & Company, Inc. [phone] [e-mail]

Middlefield Banc Corp. Announces 2024 Second-Quarter Cash Dividend Payment

MIDDLEFIELD, OHIO, May 14, 2024 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share. The second-quarter dividend is payable on June 14, 2024, to shareholders of record on May 31, 2024.

About Middlefield Banc Corp.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the Bank holding Company of The Middlefield Banking Company, with total assets of $1.82 billion at March 31, 2024. The Bank operates 21 full-service banking centers and an LPL Financial^® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.

Additional information is available at www.middlefieldbank.bank

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

Document and Entity Information	May 14, 2024
Cover [Abstract]
Entity Registrant Name	MIDDLEFIELD BANC CORP
Amendment Flag	false
Entity Central Index Key	0000836147
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Incorporation State Country Code	OH
Entity File Number	001-36613
Entity Tax Identification Number	34-1585111
Entity Address, Address Line One	15985 East High Street
Entity Address, City or Town	Middlefield
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44062
City Area Code	(440)
Local Phone Number	632-1666
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MBCN
Security Exchange Name	NASDAQ

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