Middlefield Banc Corp (MBCN) EVP disposes 21,427 shares in merger

Rhea-AI Filing Summary

Middlefield Banc Corp executive Rebecca A. Noblit, EVP and Chief Credit Officer, disposed of 21,427 shares of common stock in a transaction classified as a disposition to the issuer at a stated price of $0.00 per share. This occurred on March 2, 2026, leaving her with no directly owned shares reported after the transaction.

According to the footnote, the shares were disposed of under an Agreement and Plan of Merger dated October 22, 2025 between Middlefield Banc Corp and Farmers National Banc Corp, when Middlefield merged with and into Farmers on March 2, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Noblit Rebecca A

Role EVP-Chief Credit Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	21,427	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. [object Object]

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

X

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^*

Noblit Rebecca A

(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-Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		D		21,427	D	(1)	0	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. Disposed of pursuant to the Agreement and Plan of Merger, dated October 22, 2025 (the "Agreement"), by and between Middlefield Banc Corp. ("Middlefield") and Farmers National Banc Corp. ("Farmers"), pursuant when Middlefield merged with and into Farmers on March 2, 2026.

	/s/ Rebecca A. Noblit by Julie E. Shaw Power of Attorney	03/02/2026
	** 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.

FAQ

What insider transaction did MBCN report for Rebecca A. Noblit?

Rebecca A. Noblit reported disposing of 21,427 shares of Middlefield Banc Corp common stock. The transaction was classified as a disposition to the issuer at a stated price of $0.00 per share, leaving her with no directly owned shares after completion.

On what date did Rebecca A. Noblit’s 21,427-share disposition in MBCN occur?

The 21,427-share disposition occurred on March 2, 2026. This date also coincides with the completion of the merger in which Middlefield Banc Corp merged with and into Farmers National Banc Corp under the previously signed merger agreement.

How many MBCN shares did Rebecca A. Noblit own after the reported transaction?

After the reported transaction, Rebecca A. Noblit was shown as owning zero shares of Middlefield Banc Corp common stock directly. The Form 4 lists total shares following the transaction as 0.0000, reflecting the complete disposition tied to the merger event.

What was the nature of the Form 4 transaction reported for MBCN?

The Form 4 transaction was a non-derivative disposition of common stock to the issuer. It used transaction code D, described as a disposition to the issuer, and involved 21,427 shares being surrendered in connection with the merger completion.

How is the MBCN insider transaction connected to the Farmers National Banc Corp merger?

The disposition was carried out pursuant to an Agreement and Plan of Merger dated October 22, 2025. Under that agreement, Middlefield Banc Corp merged with and into Farmers National Banc Corp on March 2, 2026, triggering the share disposition.

What executive role does Rebecca A. Noblit hold at Middlefield Banc Corp?

Rebecca A. Noblit is identified as an officer of Middlefield Banc Corp, serving as Executive Vice President and Chief Credit Officer. Her role is listed explicitly in the insider data that accompanies the Form 4 reporting this share disposition transaction.