[8-K] Middlefield Banc Corp. Reports Material Event

Rhea-AI Filing Summary

Beyond, Inc. (BYON) – Form 4 insider transaction

President & CFO Adrianne Lee sold 2,200 shares of Beyond common stock on 07/21/2025 at $10.00 per share (transaction code “S”). The disposition was completed under a pre-arranged Rule 10b5-1 trading plan adopted on 11/11/2024.

After the sale, Lee directly owns 60,434 BYON shares. The total reflects 454 shares that were previously misreported as tax-withheld on a Form 4 filed 01/23/2025.

No derivative securities were acquired or disposed of. The filing was signed by attorney-in-fact Christina Wheeler on 07/22/2025.

Positive

• Sale conducted under a pre-established Rule 10b5-1 plan, indicating compliance with insider-trading safeguards and reducing concerns over opportunistic timing.
• Prior share-count error corrected, enhancing accuracy of insider ownership records.

Negative

• President & CFO disposed of 2,200 common shares, which some investors may interpret as a mildly negative insider sentiment signal.

Insights

Securities Analyst

TL;DR: Modest 2,200-share sale under 10b5-1 plan; limited signal value, largely administrative.

The reported transaction equals roughly 3.6% of the executive’s 60,434-share position, suggesting only a minor portfolio rebalancing. Because it was executed under a pre-established Rule 10b5-1 plan, the sale appears routine and reduces concerns about timing. No derivatives or additional dispositions were disclosed. From a valuation standpoint, the filing does not alter the investment thesis and is unlikely to move the stock materially.

Corporate Governance Expert

TL;DR: Sale follows governance best practices; no red flags detected.

The use of a 10b5-1 plan demonstrates adherence to insider-trading safeguards and supports transparent corporate governance. The correction of the earlier 454-share misclassification improves record accuracy. With no indication of broader insider selling or strategic shifts, the event carries low governance risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

July 22, 2025

(Date of Report: Date of earliest event reported)

Middlefield Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of incorporation)

001-36613

(Commission File Number)

34-1585111

(I.R.S. Employer Identification Number)

15985 East High Street

Middlefield, Ohio 44062

(Address of principal executive offices, including zip code)

(440) 632-1666

(Registrant’s telephone number, including area code)

(not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MBCN	NASDAQ Capital Market

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished under Item 2.02. On July 22, 2025, Middlefield Banc Corp. issued a press release announcing financial results for the six-month period ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

The information contained or incorporated by reference in this current report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this current report on Form 8-K are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are furnished to this Current Report on Form 8-K:

(d) Exhibits.

99.1 July 22, 2025 press release of Middlefield Banc Corp.

104 Cover Page Interactive File (embedded within the Inline XBRL document)

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: July 22, 2025	/s/ Ronald L. Zimmerly, Jr
	President and Chief Executive Officer

FAQ

How many Beyond (BYON) shares did President & CFO Adrianne Lee sell?

She sold 2,200 common shares on 07/21/2025.

At what price were the BYON shares sold?

The shares were sold at $10.00 per share.

How many BYON shares does Adrianne Lee own after the transaction?

She now directly owns 60,434 shares.

Was the transaction part of a trading plan?

Yes. The sale was executed under a Rule 10b5-1 plan adopted on 11/11/2024.

Were any derivative securities involved in this Form 4 filing?

No. The filing reports no acquisitions or dispositions of derivative securities.