Middlefield Banc Corp. Reports 2025 Twelve-Month Financial Results (Form 8-K)

Middlefield Banc Corp. Reports 2025 Twelve-Month Financial Results

MIDDLEFIELD, OHIO, February 10, 2026 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today reported financial results for the twelve months ended December 31, 2025.

Ronald L. Zimmerly, Jr., President and Chief Executive Officer, stated, "2025 was a strong year of operating and financial growth for Middlefield, driven by consistent execution and continued momentum across the Bank. We are pleased with the progress we've made and are focused on completing our merger with Farmers National Banc Corp., which we expect to close in the first quarter of 2026. We believe this combination will create meaningful opportunities for our customers, employees, and shareholders."

Income Statement

Net interest income for the twelve months ended December 31, 2025, increased $7.8 million to $68.5 million, compared to $60.7 million for the same period last year. The net interest margin for the twelve months ended December 31, 2025, was 3.80%, compared to 3.52% last year. Net interest income for the 2025 fourth quarter increased $1.8 to $17.4 million, compared to $15.6 million for the 2024 fourth quarter. The net interest margin for the 2025 fourth quarter was 3.80%, compared to 3.56% for the same period of 2024.

For the twelve months ended December 31, 2025, noninterest income increased $2.1 to $9.3 million, compared to $7.2 million for the same period in 2024. Noninterest income for the 2025 fourth quarter was $2.0 million, compared to $1.9 million for the same period the previous year.

Noninterest expense for the twelve months ended December 31, 2025, was $54.8 million, compared to $47.5 million for the same period in 2024. For the 2025 fourth quarter, noninterest expense was $15.9 million, compared to $11.8 million for the 2024 fourth quarter. Noninterest expense was negatively impacted in the fourth quarter of 2025 by $1.8 million of merger-related expenses and the accelerated vesting of certain performance share units as communicated in a Form 8-K filed by the Company on December 8, 2025.

Net income for the twelve months ended December 31, 2025, was $19.4 million, or $2.39 per diluted share, compared to $15.5 million, or $1.92 per diluted share, for the same period last year. Net income for the 2025 fourth quarter was $3.1 million, or $0.38 per diluted share, compared to $4.8 million, or $0.60 per diluted share, for the same period last year.

For the twelve months ended December 31, 2025, pre-tax, pre-provision net income was $23.0 million, compared to $20.4 million last year. For the 2025 fourth quarter, pre-tax, pre-provision net income was $3.5 million, compared to $5.7 million for the same period of 2024. (See non-GAAP reconciliation under the section "GAAP to Non-GAAP Reconciliations".)

Balance Sheet

Total assets at December 31, 2025, increased 2.7% to $1.90 billion, compared to $1.85 billion at December 31, 2024. Total loans at December 31, 2025, were $1.59 billion, compared to $1.52 billion at December 31, 2024. The 4.3% year-over-year increase in total loans was primarily due to originations within the owner occupied and commercial and industrial loan segments as well as home equity lines of credit, offset by a decrease in the non-owner occupied loan segment. The investment securities available-for-sale portfolio was $155.5 million at December 31, 2025, compared with $165.8 million at December 31, 2024.

Total liabilities at December 31, 2025, increased 1.8% to $1.67 billion, compared to $1.64 billion at December 31, 2024. Total deposits at December 31, 2025, were $1.47 billion, compared to $1.45 billion at December 31, 2024. The 1.8% year-over-year increase in deposits was primarily due to growth in money market accounts, partially offset by declines in time deposits and savings accounts. Noninterest-bearing demand deposits were 25.5% of total deposits at December 31, 2025, compared to 26.1% at December 31, 2024. At December 31, 2025, the Company had brokered deposits of $23.1 million, compared to $35.1 million at December 31, 2024.

Middlefield's CRE portfolio included the following categories at December 31, 2025:

Stockholders' Equity and Dividends

At December 31, 2025, stockholders' equity was $229.6 million, compared to $210.6 million at December 31, 2024. The 9.1% year-over-year increase in stockholders' equity was primarily from higher retained earnings and a decrease in the unrealized loss on the available-for-sale investment portfolio. On a per-share basis, shareholders' equity at December 31, 2025, was $28.26, compared to $26.08 at December 31, 2024.

At December 31, 2025, tangible stockholders' equity⁽¹⁾ was $188.7 million, compared to $168.6 million at December 31, 2024. On a per-share basis, tangible stockholders' equity⁽¹⁾ was $23.22 at December 31, 2025, compared to $20.88 at December 31, 2024. ⁽¹⁾See non-GAAP reconciliation under the section "GAAP to Non-GAAP Reconciliations".

For the twelve months ended December 31, 2025, the Company declared cash dividends of $0.84 per share, totaling $6.8 million. For the twelve months ended December 31, 2024, the Company declared cash dividends of $0.80 per share, totaling $6.5 million.

The Company did not repurchase any common stock during 2025. For the twelve months ended December 31, 2024, the Company repurchased 43,858 shares of its common stock, at an average price of $24.00 per share.

At December 31, 2025, the Company's equity-to-assets ratio was 12.07%, compared to 11.36% at December 31, 2024.

Asset Quality

For the twelve months ended December 31, 2025, the Company recorded a recovery of credit losses of $494,000 million, versus a provision for credit losses of $2.0 million for the same period last year. For the 2025 fourth quarter, the Company recorded a recovery of credit losses of $475,000, compared to a recovery of credit losses of $177,000 for the same period of 2024.

Net charge-offs were $481,000 million, or (0.03%) of average loans, for the twelve months ended December 31, 2025, compared to net recoveries of $1.4, or 0.10% of average loans, for the same period last year. Net charge-offs were $148,000, or (0.04%) of average loans, annualized, for the 2025 fourth quarter, compared to net recoveries of $151,000, or 0.04% of average loans, annualized, for the same period of 2024. The higher net charge-offs were due to the partial charge-off of one loan during the 2025 third quarter.

Nonperforming assets at December 31, 2025, which consisted of nonperforming loans, were $17.0 million, compared to $30.0 million at December 31, 2024. The decrease in nonperforming assets is primarily the result of a $13.5 million loan moved to nonaccrual in the 2024 third quarter paying off in the fourth quarter of 2025. The allowance for credit losses at December 31, 2025, stood at $22.7 million, or 1.43% of total loans, compared to $22.4 million, or 1.48% of total loans at December 31, 2024. The increase in the allowance for credit losses was mainly from an overall increase in total loans as well as changes in projected loss drivers, prepayment assumptions, curtailment expectations over the reasonable and supportable forecast period, and geographic footprint of unemployment data.

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 $1.90 billion at December 31, 2025. 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

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