UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 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 directors approved the termination of the following supplemental executive retirement plans (“SERPs”) for the benefit of President and Chief Executive Officer Ronald L. Zimmerly, Jr. effective as of February 9, 2026: (i) that certain Supplemental Executive Retirement Benefits Agreement, dated as of December 15, 2011, with an effective date as of January 1, 2012, by and between Liberty National Bank and Ronald Zimmerly, as amended by that certain First Amendment to the Supplemental Executive Retirement Benefits Agreement adopted July 14, 2015 (the “2012 SERP”), (ii) that certain Liberty National Bank Supplemental Executive Retirement Plan, adopted as of October 1, 2015, by Liberty National Bank for the benefit of Ronald L. Zimmerly (the “2015 SERP”), and (iii) that certain Secondary Supplemental Executive Retirement Plan, adopted as of October 1, 2015 by Liberty National Bank for the benefit of Ronald L. Zimmerly (the “Second 2015 SERP”).
The SERPs were terminated in connection with the pending merger of Middlefield Banc Corp. with and into Farmers National Banc Corp. (the “Merger”) with payments of compensation deferred under the terminated SERPs to be made on the last business day preceding the date on which the Merger is consummated. In connection with the termination of the SERPs, Mr. Zimmerly will receive certain compensation in accordance with the provisions of the SERPs, including, the transfer of seven bank-owned annuity contracts having an estimated account value of $833,864.
The foregoing description of the SERPs does not purport to be complete and is qualified in its entirety by reference to the 2012 SERP which is filed as Exhibits 10.8 and 10.9 to the Form 10-Q filed by Middlefield Banc Corp. on May 14, 2024, the 2015 SERP which is filed as Exhibit 10.13 to the Form 10-Q filed by Middlefield Banc Corp. on May 14, 2024, and the Second 2015 SERP which is filed as Exhibit 10.10 to the Form 10-Q filed by Middlefield Banc Corp. on May 14, 2024, each of which are incorporated herein by reference.
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: February 12, 2026 | /s/ Ronald L. Zimmerly, Jr | |||||
| President and Chief Executive Officer | ||||||