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Middlefield Banc Corp (MBCN) CFO receives stock awards and tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MIDDLEFIELD BANC CORP EVP/CFO Michael Ranttila reported equity compensation activity in company common stock. On February 23, 2026, he acquired 3,013 shares, 2,955 shares, and 12,467 shares at $35.18 per share through grants classified as accelerated vesting of restricted stock units (RSUs) and performance stock units (PSUs) approved by the Middlefield Compensation Committee.

To cover tax obligations, 5,087 shares were disposed of through share withholding, leaving 32,867.1 shares held directly afterward. He also reports indirect ownership of 50 shares as custodian for a grandson and 300 shares held in an IRA.

Positive

  • None.

Negative

  • None.
Insider RANTTILA MICHAEL
Role EVP/CFO
Type Security Shares Price Value
Grant/Award Common Stock 3,013 $35.18 $106K
Grant/Award Common Stock 2,955 $35.18 $104K
Grant/Award Common Stock 12,467 $35.18 $439K
Tax Withholding Common Stock 5,087 $35.18 $179K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 22,532.1 shares (Direct); Common Stock — 50 shares (Indirect, as Custodian for Grandson)
Footnotes (1)
  1. Includes shares acquired under MBCN Dividend Reinvestment Plan The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RANTTILA MICHAEL
(Last) (First) (Middle)
15985 EAST HIGH STREET
(Street)
MIDDLEFIELD OH 44062
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MIDDLEFIELD BANC CORP [ MBCN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP/CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 50 I as Custodian for Grandson
Common Stock 300 I held in IRA
Common Stock 02/23/2026 A(2) 3,013 A $35.18 22,532.1(1) D
Common Stock 02/23/2026 A(3) 2,955 A $35.18 25,487.1(1) D
Common Stock 02/23/2026 A(4) 12,467 A $35.18 37,954.1(1) D
Common Stock 02/23/2026 F 5,087 D $35.18 32,867.1(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes shares acquired under MBCN Dividend Reinvestment Plan
2. The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award.
3. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award.
4. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.
/s/ Michael C. Ranttila by Julie E. Shaw Power of Attorney 02/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MBCN EVP/CFO Michael Ranttila report?

He reported equity compensation activity involving company common stock. On February 23, 2026, he received multiple stock grants via accelerated vesting of RSUs and PSUs and had some shares withheld to satisfy tax obligations, updating both his direct and indirect holdings.

How many MBCN shares did Michael Ranttila acquire through awards?

He acquired 3,013 shares, 2,955 shares, and 12,467 shares of Middlefield Banc common stock. These awards reflect accelerated vesting of RSUs and PSUs approved by the Middlefield Compensation Committee on February 23, 2026, at a reported price of $35.18 per share.

What does the tax-withholding transaction mean in the MBCN Form 4?

The Form 4 shows a disposition of 5,087 shares labeled as a tax-withholding transaction. This means shares were automatically withheld to pay exercise price or tax liabilities related to the vested awards, rather than being sold in an open-market transaction.

What are Michael Ranttila’s direct and indirect MBCN share holdings after the transactions?

After the reported transactions, he directly holds 32,867.1 shares of Middlefield Banc common stock. Indirectly, he reports 50 shares as custodian for a grandson and 300 shares held in an IRA, reflecting separate ownership accounts outside his primary direct holdings.

What triggered the accelerated vesting of MBCN RSUs and PSUs for the CFO?

The accelerated vesting was triggered by Middlefield’s Compensation Committee action on February 23, 2026. The committee approved full vesting of all outstanding plan share awards, including RSUs and PSUs, with prior grant terms described in earlier Form 8-K current reports.

Were Michael Ranttila’s transactions in MBCN stock open-market buys or sells?

The filing characterizes the additions as grants or awards, not open-market purchases, and the disposal as tax-withholding. Shares were acquired through accelerated vesting of RSUs and PSUs, while shares disposed were withheld to satisfy related tax obligations, not sold on the market.