Middlefield Banc (MBCN) director records merger-related stock disposal

Rhea-AI Filing Summary

Middlefield Banc Corp director James J. McCaskey reported disposing of his Middlefield common stock to the issuer in connection with its merger into Farmers National Banc Corp. On March 2, 2026, three issuer dispositions totaling 12,007.104 shares of common stock were reported at a price of $0.00 per share.

Following these transactions, the report shows zero Middlefield shares owned directly or indirectly. A footnote explains that, at the merger’s effective time, each share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers common stock, and includes stock held through his spouse’s retirement account.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MCCASKEY JAMES J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	5,928.79	$0.00	--
Disposition	Common Stock	4,706.314	$0.00	--
Disposition	Common Stock	1,372	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, held by spouse in retirement account)

Footnotes (1)

1. Includes shares held jointly with spouse. 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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

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

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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^*

MCCASKEY JAMES J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		5,928.79	D	(2)	0	D
Common Stock	03/02/2026		D		4,706.314	D	(2)	0	D(1)
Common Stock	03/02/2026		D		1,372	D	(2)	0	I	held by spouse in retirement account

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 held jointly with spouse.

2. 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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

	/s/ James J. McCaskey 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.
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FAQ

What did Middlefield Banc Corp (MBCN) director James McCaskey report on this Form 4?

He reported disposing of all his Middlefield common stock back to the issuer. The filing lists three issuer dispositions on March 2, 2026, covering 12,007.104 shares in total, leaving him with zero Middlefield shares after the merger-related transactions.

How many Middlefield Banc Corp (MBCN) shares did James McCaskey dispose of?

The Form 4 shows dispositions totaling 12,007.104 Middlefield common shares. These are reported across three transactions of 5,928.7900 shares, 4,706.3140 shares, and 1,372.0000 shares, all coded as dispositions to the issuer in connection with the completed merger.

On what date did the reported Middlefield Banc Corp (MBCN) transactions occur?

All three transactions occurred on March 2, 2026, the closing date of the merger. That date is identified in the footnote as when Middlefield merged into Farmers National Banc Corp and the shares were converted under the merger terms.

What do the $0.00 prices on James McCaskey’s Middlefield (MBCN) Form 4 mean?

Each disposition shows a price of $0.00 per share because they were coded as issuer dispositions tied to the merger. The filing notes Middlefield shares were converted into the right to receive Farmers common stock under a fixed exchange ratio, rather than sold for cash.

What exchange ratio applied to Middlefield Banc Corp (MBCN) shares in the merger?

A footnote states that, at the effective time of the merger, each share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock, subject to certain limited share exceptions described in the merger agreement.

Does James McCaskey still own any Middlefield Banc Corp (MBCN) shares after these transactions?

No, the Form 4 reports zero shares of Middlefield common stock owned following each transaction. This reflects that his directly held shares and shares held through his spouse’s retirement account were all disposed of to the issuer in the merger.