Middlefield Banc (MBCN) Merger Investigation

Shamis & Gentile, P.A. is investigating potential claims on behalf of shareholders of Middlefield Banc Corp. (“Middlefield Banc” or the “Company”) (MBCN). Concerned shareholders are advised to contact the firm now.

The law firm is investigating whether Middlefield Banc’s board of directors and executive officers breached their fiduciary duties in connection with the Company’s proposed merger with Farmers National Banc Corp. (“Farmers”), particularly whether the board adequately evaluated strategic alternatives and negotiated terms that maximize value for shareholders.

On October 22, 2025, Middlefield and Farmers jointly announced that they had entered into a definitive merger agreement. Under the announced terms, which remain subject to customary closing conditions, each Middlefield share will be exchanged for 2.6 shares of Farmers common stock, valuing the transaction at approximately $299 million, or about $36.17 per share based on Farmers’ closing price of $13.91 on October 20, 2025.

The investigation is focused on whether the Middlefield board conducted a robust and informed process to maximize shareholder value, including whether all reasonable strategic alternatives were considered and whether the agreed-upon terms represent fair value for Middlefield shareholders.

If you held Middlefield (MBCN) shares when the merger was announced on October 22, 2025, and continue to hold them today, you may have legal options to help ensure the transaction provides fair value and full disclosure to shareholders, at absolutely no cost to you.

Shamis & Gentile, P.A. stands out as an advocate for shareholders seeking corporate accountability and governance reforms. The firm is committed to pursuing shareholder actions that benefit companies and their shareholders by recovering damages and implementing meaningful corporate governance improvements. Shamis & Gentile has recovered over $1 billion for consumers nationwide. Its extensive experience, expertise, and resources enable the firm to resolve disputes in a wide range of matters, including shareholder actions, class actions and complex commercial litigation.

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