Middlefield Banc Corp (MBCN) CFO gets stock, withholds shares

Rhea-AI Filing Summary

Middlefield Banc Corp EVP/CFO Michael Ranttila reported equity award activity in company stock. On January 14, 2026, he acquired 1,477 shares of common stock at $34.50 per share through the vesting of previously granted restricted stock, bringing his directly held position to 19,957.1 shares before related share withholding. On the same date, 438 shares at $34.50 per share were disposed of under code F, typically used for tax withholding, leaving 19,519.1 shares of common stock held directly.

He also indirectly holds 50 shares as custodian for his grandson and 300 shares in an IRA. In addition, he holds two outstanding restricted stock awards covering 3,014 shares and 2,956 shares of common stock, which vest ratably over three years if he remains continuously employed. These awards do not provide voting rights, dividends, or other shareholder rights until they vest.

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

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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)
01/14/2026

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	01/14/2026		A(1)		1,477	A	$34.5	19,957.1(2)	D
Common Stock	01/14/2026		F		438	D	$34.5	19,519.1(2)	D
Common Stock								50	I	as Custodian for Grandson
Common Stock								300	I	held in IRA

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
Conditional Stock Award(3)	(5)							(3)	08/30/2027	Common Stock	3,014		3,014	D
Conditional Stock Award(4)	(5)							(4)	01/14/2028	Common Stock	2,956		2,956	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on January 14, 2025. The shares vested on the first anniversary of the grant.

2. Includes shares acquired under MBCN Dividend Reinvestment Plan

3. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient.

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila remains continuously employed by Middlefield as of each vesting date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. The details of the vesting conditions may be found in a Form 8-K filing dated January 17, 2025.

5. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

	/s/ Michael C. Ranttila by Julie E. Shaw Power of Attorney	01/16/2026
	** 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).
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FAQ

What insider transactions did MBCN EVP/CFO Michael Ranttila report on January 14, 2026?

On January 14, 2026, EVP/CFO Michael Ranttila reported the vesting of 1,477 shares of Middlefield Banc Corp common stock at $34.50 per share and a disposition of 438 shares at the same price under transaction code F, commonly used for share withholding related to taxes.

How many MBCN shares does Michael Ranttila hold directly after the reported Form 4 transactions?

After the reported transactions, Michael Ranttila directly owns 19,519.1 shares of Middlefield Banc Corp (MBCN) common stock.

What indirect holdings in Middlefield Banc Corp (MBCN) stock does the EVP/CFO report?

Michael Ranttila reports indirect ownership of 50 shares of Middlefield Banc Corp common stock as custodian for his grandson and 300 shares held in an IRA.

What restricted stock awards related to MBCN does Michael Ranttila hold?

He holds two conditional stock awards tied to Middlefield Banc Corp common stock: one covering 3,014 shares with an expiration date of August 30, 2027, and another covering 2,956 shares with an expiration date of January 14, 2028.

How do the MBCN restricted stock awards for the EVP/CFO vest and what rights do they provide before vesting?

The restricted stock awards for Michael Ranttila vest ratably over a three-year period, provided he remains continuously employed by Middlefield as of each vesting date. Until vesting, the awards confer no voting rights, no dividends, and no other shareholder rights.

What is the origin of the 1,477 MBCN shares that vested for Michael Ranttila on January 14, 2026?

According to the footnotes, the 1,477 shares that vested on January 14, 2026 were restricted stock originally granted to Michael Ranttila on January 14, 2025, vesting on the first anniversary of the grant.

Do the reported MBCN holdings for the EVP/CFO include shares from the dividend reinvestment plan?

Yes. A footnote explains that the reported beneficial ownership figure for Michael Ranttila includes shares acquired under the MBCN Dividend Reinvestment Plan.