Middlefield Banc director logs merger share disposal

Rhea-AI Filing Summary

Middlefield Banc Corp director Michael C. Voinovich reported disposing of his Middlefield common stock in connection with the company’s merger into Farmers National Banc Corp. The Form 4 shows multiple transactions on March 2, 2026, all coded as a disposition to the issuer at $0.00 per share.

Across direct holdings and several retirement and trust accounts, the transactions cover an aggregate of 26,416.106 shares of Middlefield common stock, leaving zero shares reported following the transactions. According to the merger agreement footnote, each Middlefield share outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock.

Insider Trade Summary

Disposition: 26,416.106 shares

Disposition 6 txns

Insider Voinovich Michael C

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	3,527.425	$0.00	$0.00
Disposition	Common Stock	9,252.797	$0.00	$0.00
Disposition	Common Stock	768.78	$0.00	$0.00
Disposition	Common Stock	1,500	$0.00	$0.00
Disposition	Common Stock	2,402.104	$0.00	$0.00
Disposition	Common Stock	8,965	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, held in IRA); Common Stock — 0 shares (Indirect, held in IRA (McD)); Common Stock — 0 shares (Indirect, held in Roth IRA); Common Stock — 0 shares (Indirect, held in Rabbi Trust)

Footnotes (1)

1. F1. 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.

FAQ

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What insider activity did MBCN director Michael C. Voinovich report?

Michael C. Voinovich reported disposing of his Middlefield Banc Corp common stock. On March 2, 2026, he recorded issuer-directed dispositions of all reported Middlefield shares, including direct holdings and various IRA and trust accounts, in connection with the merger into Farmers National Banc Corp.

How many Middlefield Banc Corp (MBCN) shares did the director dispose of?

The reported transactions cover a total of 26,416.106 Middlefield common shares. These shares were held directly and through several IRA and trust accounts, and were all reported as disposed of to the issuer at a stated price of $0.00 per share on March 2, 2026.

What was the reported price per share for the MBCN dispositions?

The Form 4 lists a transaction price of $0.00 per share for all entries. Each transaction is coded as a disposition to the issuer, reflecting shares exchanged in the completion of the merger rather than an open-market sale, according to the disclosed merger agreement terms.

How did the Middlefield Banc Corp merger affect these reported holdings?

The shares were disposed of as part of Middlefield’s merger into Farmers National Banc Corp. The footnote states that each outstanding Middlefield common share at the effective time was converted into the right to receive 2.6 shares of Farmers common stock under the merger agreement.

What is the exchange ratio mentioned for MBCN shareholders in this filing?

The filing cites an exchange ratio of 2.6 Farmers shares per Middlefield share. The footnote explains that, at the merger’s effective time, each outstanding share of Middlefield common stock was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock.

What is Michael C. Voinovich’s reported Middlefield Banc Corp ownership after the transactions?

The Form 4 reports zero Middlefield common shares following the dispositions. After the March 2, 2026 transactions tied to the merger, all listed direct and indirect Middlefield positions show a total shares following transaction value of 0.0000 in the filing.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/02/2026 - 07:11 AM Learn about SEC filing dates

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^*

Voinovich Michael C

(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		3,527.425	D	(1)	0	D
Common Stock	03/02/2026		D		9,252.797	D	(1)	0	I	held in IRA
Common Stock	03/02/2026		D		768.78	D	(1)	0	I	held in IRA
Common Stock	03/02/2026		D		1,500	D	(1)	0	I	held in IRA (McD)
Common Stock	03/02/2026		D		2,402.104	D	(1)	0	I	held in Roth IRA
Common Stock	03/02/2026		D		8,965	D	(1)	0	I	held in Rabbi Trust

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 (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/ Michael C. Voinovich 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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