Middlefield Banc (NASDAQ: MBCN) EVP details stock awards and transactions

Rhea-AI Filing Summary

Middlefield Banc Corp EVP and Chief Risk Officer Courtney M. Erminio reported equity award activity in company stock. On January 14, 2026, she acquired 942 shares of common stock at $34.5 per share, reflecting the vesting of restricted stock granted on January 14, 2025. On the same date, 317 shares at $34.5 per share were disposed of in a transaction coded "F," representing shares withheld to cover obligations associated with the vesting.

After these transactions, Erminio beneficially owns 8,098.991 shares of common stock directly, including shares acquired under the MBCN Dividend Reinvestment Plan and shares held jointly with her spouse. She also holds two conditional restricted stock awards covering 1,708 shares and 1,886 shares of common stock, each vesting ratably over three years, contingent on her continued employment and providing no voting or dividend rights until vested.

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^*

Erminio Courtney M

(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 Risk Officer

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)		942	A	$34.5	8,415.991(2)	D
Common Stock	01/14/2026		F		317	D	$34.5	8,098.991(2)	D
Common Stock								150.525(2)	D(3)

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(4)	(6)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(5)	(6)							(5)	01/14/2028	Common Stock	1,886		1,886	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. Includes shares held jointly with spouse.

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Erminio 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 dated September 4, 2024.

5. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mrs. Erminio 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 dated January 17, 2025.

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

	/s/ Courtney M. Erminio 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.
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FAQ

What insider activity did MBCN report for Courtney M. Erminio on this Form 4?

The filing shows that Courtney M. Erminio, EVP and Chief Risk Officer of Middlefield Banc Corp (MBCN), had restricted stock vest on January 14, 2026 and had shares withheld to cover related obligations. She acquired 942 shares of common stock at $34.5 per share and disposed of 317 shares at the same price in a transaction coded "F."

How many MBCN shares does Courtney M. Erminio own after the reported transactions?

Following the reported transactions, Courtney M. Erminio beneficially owns 8,098.991 shares of Middlefield Banc Corp common stock directly. This figure includes shares acquired through the MBCN Dividend Reinvestment Plan and shares held jointly with her spouse, as noted in the footnotes.

What does the acquisition of 942 MBCN shares represent in this Form 4?

The acquisition of 942 MBCN common shares at $34.5 per share is described as the vesting of restricted stock that was originally granted to Courtney M. Erminio on January 14, 2025. The shares vested on the first anniversary of that grant, converting previously restricted shares into fully owned common stock.

What is the nature of the 317 MBCN shares disposed of on January 14, 2026?

The 317 shares disposed of on January 14, 2026 at $34.5 per share are coded "F" in the Form 4, indicating they were withheld in connection with the vesting event. Such transactions typically reflect shares used to satisfy tax or similar obligations arising from the vesting of restricted stock.

What conditional stock awards does Courtney M. Erminio hold from Middlefield Banc Corp?

The filing lists two conditional restricted stock awards. One award covers 1,708 shares of common stock with an expiration date of September 6, 2027, and the other covers 1,886 shares with an expiration date of January 14, 2028. Both awards vest ratably over a three-year period, provided that Mrs. Erminio remains continuously employed by Middlefield as of each vesting date.

Do the conditional stock awards for MBCN give Courtney M. Erminio voting or dividend rights before vesting?

No. The footnotes state that, until these restricted stock awards vest, they confer no right to vote, no right to dividends, and no other shareholder rights to Courtney M. Erminio. She receives full shareholder rights on these shares only as they vest over the three-year schedules.

Is the reported MBCN Form 4 filed by more than one reporting person?

No. The Form 4 is indicated as filed by one reporting person, namely Courtney M. Erminio, who is identified as an officer of Middlefield Banc Corp with the title EVP/Chief Risk Officer.