---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-296213"
form_type: "8-K"
ticker: null
cik: "0000836147"
company_name: "MIDDLEFIELD BANC CORP"
filed_at: "2022-12-01T23:59:59+00:00"
generated_at: "2026-06-21T11:20:51.799614+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Middlefield Banc Corp. closes Liberty Bancshares merger, expands to 22 branches

## Summary
- Liberty shareholders received 2.752 shares of Middlefield common per share; no fractional shares.
- Ronald L. Zimmerly Jr. appointed President of Middlefield Banc and its bank; formerly CEO of Liberty.
- Three new directors appointed: Zimmerly, Mark Watkins, and Spencer Cohn of Castle Creek Capital.
- Combined company has over $1.7B assets and 22 branches across 12 Ohio counties.
- CEO Heslop receives $150K discretionary bonus for merger; CFO Stacy receives $100K bonus.

## SEC filing metadata
- accession: 0001193125-22-296213
- form_type: 8-K
- cik: 0000836147
- company_name: MIDDLEFIELD BANC CORP
- filed_at: 2022-12-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 2.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/0001193125-22-296213-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/d351854d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-296213
- JSON: https://secwatch.observer/filing/0001193125-22-296213.json
- Plain text: https://secwatch.observer/filing/0001193125-22-296213.txt

## Key facts
- Executive change
  James R. Heslop, II changed role as Chief Executive Officer at MIDDLEFIELD BANC CORP.
  - Action: changed
  - Role: Chief Executive Officer
  source text: the title of James R. Heslop, II changed from President and Chief Executive Officer of the Company and Middlefield Bank to Chief Executive Officer of those entities
  evidence_url: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/0001193125-22-296213-index.htm
- Executive change
  Ronald L. Zimmerly, Jr. was appointed as President at MIDDLEFIELD BANC CORP.
  - Action: appointed
  - Role: President
  source text: Ronald L. Zimmerly, Jr. was appointed as President of the Company and Middlefield Bank.
  evidence_url: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/0001193125-22-296213-index.htm
- Governance Changes
  MIDDLEFIELD BANC CORP: Amended the code of regulations to create the Chief Executive Officer position as a separate position from President, and revised the description of the President's duties (effective 2022-11-08).
  - Change: bylaw amendment
  - Effective: 2022-11-08
  source text: The Code was amended to create the Chief Executive Officer position as a separate position so that the position of Chief Executive Officer and the position of President can be held by different individuals. The Code amendment also revised the description of the duties of the Company’s President.
  evidence_url: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/0001193125-22-296213-index.htm
- M&A Transactions
  MIDDLEFIELD BANC CORP completed an acquisition involving Liberty Bancshares, Inc. (closed 2022-12-01).
  - Action: acquisition
  - Counterparty: Liberty Bancshares, Inc.
  - Closing: 2022-12-01
  source text: On December 1, 2022, Middlefield Banc Corp. (the “Company”) completed its previously announced merger with Liberty Bancshares, Inc. (“Liberty”), pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022, by and among the Company, MBCN Merger Subsidiary, LLC, a wholly owned subsidiary of the Company (“Merger Sub”) and Liberty (the “Merger Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/836147/000119312522296213/0001193125-22-296213-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.