Middlefield Banc Corp SEC Filings

Middlefield Banc Corp executive Thomas M. Wilson reported new stock activity. On 12/17/2025, he acquired 1,651 shares of common stock at $37 per share, with 480 shares disposed of at the same price in a transaction coded as tax withholding, leaving 9,048 shares held directly and 12,498 shares held in an IRA.

Wilson also reported derivative holdings from restricted stock awards covering 1,708 shares expiring on 09/06/2027 and 2,685 shares expiring on 01/14/2028. One award was amended to accelerate restricted stock grants originally awarded on March 10, 2023. The restricted stock grants vest over three years, contingent on continued employment, and do not provide voting or dividend rights until vesting.

Middlefield Banc Corp executive Sarah A. Winters, EVP and Chief Human Resources Officer, reported equity transactions in company stock. On 12/17/20255,204 shares of common stock at $37 per share, then disposed of 1,517 shares at the same price, leaving her with 4,292 shares of common stock held directly.

The filing also lists derivative equity awards. Winters holds a conditional stock award tied to 1,708 shares of common stock with an expiration date of 09/06/2027, and another tied to 2,828 shares expiring on 01/14/2028. An earlier performance share unit award granted on August 6, 2024 was amended, resulting in acceleration of performance share unit grants, with vesting tied to a payment date within sixty days after December 31, 2026. Additional restricted stock awards vest ratably over three years, contingent on her continued employment and without voting or dividend rights until vesting.

Middlefield Banc Corp executive Michael Ranttila, EVP/CFO, reported multiple stock transactions in company shares. On December 17, 2025, he acquired 3,558 shares of common stock at $37 per share and a further 12,713 shares at the same price, then disposed of 3,962 shares at $37. Following these transactions, he directly held 18,480.1 common shares, with additional indirect holdings of 50 shares as custodian for a grandson and 300 shares in an IRA. The filing notes amendments to conditional stock and performance share unit award agreements that accelerate certain restricted stock and performance share unit grants, with further details referenced in separate Form 8-K filings. It also describes restricted stock awards that vest ratably over three years, during which they confer no voting rights, dividends, or other shareholder rights.

Middlefield Banc Corp executive Rebecca A. Noblit, EVP-Chief Credit Officer, acquired 676 shares of common stock at $37 on December 17, 2025, increasing her direct holdings to 7,402 shares before tax withholding. On the same date, 193 shares were disposed of at $37, reflecting shares withheld for taxes, leaving her with 7,209 shares held directly. She also holds derivative awards in the form of restricted stock, including 1,708 shares scheduled to vest by September 6, 2027 and 2,900 shares scheduled to vest by January 14, 2028, each representing the right to receive one share of common stock upon settlement, subject to continued employment and other vesting conditions.

Middlefield Banc Corp executive Michael L. Cheravitch, EVP-Chief Banking Officer, reported equity transactions in company stock. On December 17, 2025, he acquired 5,204 shares of common stock at $37 per share and had 1,514 shares withheld or disposed of at the same price, leaving him with 4,295 directly owned shares of common stock.

He also holds several conditional stock awards that can convert into common shares if service and vesting conditions are met, including awards tied to 2,300, 1,708, and 2,630 shares with vesting schedules extending to late 2025 and into 2028. Some awards relate to performance share units and restricted stock that require continued employment and do not carry voting or dividend rights until vested.

Middlefield Banc Corp executive Courtney M. Erminio, EVP/Chief Risk Officer, reported multiple equity transactions and awards in company stock. On 12/17/2025, she acquired 2,035 shares of common stock at $37 per share in one transaction and 2,204 shares at $37 per share in a second transaction, and disposed of 1,202 shares at $37 with transaction code “F.” After these trades, she directly owned 7,473.991 common shares and 150.525 shares were held jointly with her spouse.

The filing also shows derivative holdings through conditional stock awards. One award relates to 1,708 shares of common stock with an expiration date of 09/06/2027, and another relates to 2,828 shares with an expiration date of 01/14/2028, both held directly. Explanatory notes state that certain conditional stock and performance share unit award agreements were amended to accelerate restricted stock and performance share unit grants, and that these grants generally vest ratably over three years if Mrs. Erminio remains continuously employed. Each restricted stock unit represents the right to receive one share of common stock at settlement.

Middlefield Banc Corp. reported that its compensation committees approved year-end cash bonuses and accelerated equity awards for three senior executives.

The Middlefield Banking Company committee approved bonuses payable on December 26, 2025 of $230,987 for President and Chief Executive Officer Ronald L. Zimmerly, Jr., $105,594 for Chief Financial Officer, Executive Vice President and Treasurer Michael C. Ranttila, and $85,795 for Executive Vice President and Chief Banking Officer Michael L. Cheravitch.

The Banc Corp. committee approved additional bonuses of $40,000, $19,000, and $11,000 for Messrs. Zimmerly, Ranttila, and Cheravitch, and accelerated vesting by December 31, 2025 of restricted stock granted March 10, 2023, giving Mr. Zimmerly 4,653 shares and Mr. Ranttila 3,558 shares. It also accelerated vesting of performance share units granted August 6, 2024, so that Mr. Cheravitch will vest in 5,204 performance shares, Mr. Ranttila in 12,713, and Mr. Zimmerly in 10,161.

Middlefield Banc Corp. declared a quarterly cash dividend of $0.21 per common share, the same amount paid in the previous quarter. The dividend will be paid on December 12, 2025 to shareholders who are on record as of November 28, 2025. Middlefield Banc Corp. is a bank holding company with $1.98 billion in total assets as of September 30, 2025, and its subsidiary, The Middlefield Banking Company, operates 21 full-service banking centers and one loan production office across several regions in Ohio.

Middlefield Banc Corp. (MBCN) reported stronger Q3 2025 results. Net income rose to $5.3M from $2.3M a year ago as net interest income increased and credit costs eased. Diluted EPS was $0.65 vs. $0.29 last year. For the first nine months, net income reached $16.3M vs. $10.7M in 2024.

Total assets were $1.98B at September 30, 2025, up from $1.85B at year‑end. Loans grew to $1.61B and deposits to $1.62B. Cash and equivalents increased to $103.7M. Net interest income for the quarter was $17.6M, while the credit loss provision was $0.4M compared with $2.2M last year.

Noninterest income improved to $2.3M, and noninterest expense was $13.1M. Accumulated other comprehensive loss narrowed to $18.9M after a $4.1M quarterly OCI gain. The company paid a quarterly dividend of $0.21 per share, bringing year‑to‑date dividends to $0.63. Shares outstanding were 8,086,886 as of November 13, 2025.