Middlefield Banc Insider Filing Shows Routine 853-Share RSU Vesting

Rhea-AI Filing Summary

Middlefield Banc Corp. (MBCN) — Form 4 filed 08/07/2025

EVP-Chief Banking Officer Michael L. Cheravitch reported restricted-stock vesting on 08/06/2025. A total of 853 common shares vested at an implied $27.11. Of these, 248 shares were automatically withheld for taxes (code “F”), resulting in a net addition of 605 directly held shares. Following the transaction, Cheravitch directly owns 605 common shares.

The filing also discloses outstanding equity incentives:

• 2,630 RSUs vesting ratably through 01/14/2028
• 1,708 RSUs vesting ratably through 09/06/2027
• 2,300 RSUs cliff-vesting on 12/31/2025 with a $30 exercise/settlement price

Total unvested derivative holdings equal 6,638 shares, aligning the executive’s future compensation with shareholder value. No open-market purchases or sales occurred; the activity is strictly plan-based vesting and tax withholding. The filing is routine and does not signal a change in corporate outlook.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; executive keeps 605 shares, no open-market activity, minimal market impact.

The transaction is a standard one-year cliff vest of RSUs granted in 2024. Only statutory tax withholding reduced the gross share count. Because the shares were not sold on the open market, there is no direct supply pressure on MBCN stock. The cumulative unvested 6,638-share pool—about 0.11 % of shares outstanding—keeps management incentives aligned but is immaterial to dilution. Overall, I view the filing as neutral for valuation and liquidity.

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^*

Cheravitch Michael L

(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 Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		A(1)		853	A	$27.11	853	D
Common Stock	08/06/2025		F		248	D	$27.11	605	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
Conditional Stock Award(2)	(3)							(2)	01/14/2028	Common Stock	2,630		2,630	D
Conditional Stock Award(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(5)	$30							(5)	12/31/2025	Common Stock	2,300		2,300	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on August 6, 2024. The shares vested on the first anniversary of the grant date.

2. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed January 17, 2025.

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

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Cheravitch 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 vesting details may be found on a Form 8-K filed September 4, 2024.

5. The award represents a grant of restricted stock which vests on December 31, 2025, if the executive's service continues through that date. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient.

	/s/ Michael L. Cheravitch by Julie E. Shaw Power of Attorney	08/07/2025
	** Signature of Reporting Person	Date
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FAQ

How many MBCN shares did EVP Michael Cheravitch acquire?

He vested 853 shares and retained 605 shares after 248 were withheld for taxes.

Was there any open-market buying or selling in this Form 4?

No. The activity was restricted-stock vesting and tax withholding; no open-market trades occurred.

What is the price associated with the vested shares?

The filing lists an implied price of $27.11 for the vested common stock.

How many unvested equity awards does the executive hold?

Cheravitch holds 6,638 unvested RSUs across three grants vesting through 2028.

Does this filing indicate any change in Middlefield Banc's outlook?

The Form 4 reflects routine compensation vesting and is not considered indicative of strategic or financial outlook changes.