Middlefield Banc (MBCN) EVP Receives 853 Shares via Vesting on 08/06/2025

Rhea-AI Filing Summary

Courtney M. Erminio, EVP and Chief Risk Officer of Middlefield Banc Corp (MBCN), reported the vesting and acquisition of restricted common stock on 08/06/2025. The filing shows 853 shares were acquired upon vesting at a reported price of $27.11 per share. The report notes that some holdings include shares from Middlefield's Dividend Reinvestment Plan and shares held jointly with a spouse.

The filing also discloses outstanding conditional stock awards that convert to common shares on future vesting dates: 1,628 shares vesting 03/10/2026, 1,708 shares vesting 09/06/2027, and 2,828 shares vesting 01/14/2028. The Form 4 was signed via power of attorney on 08/07/2025.

Positive

• 853 shares vested and were acquired by the reporting officer on 08/06/2025 at $27.11 per share
• Multiple conditional awards remain outstanding with clear vesting dates (1,628; 1,708; 2,828 shares), showing continued alignment of executive compensation with company performance/time
• Dividend Reinvestment Plan participation increases insider ownership via reinvestment rather than cash distributions

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting modestly increases holdings; no sale or material change reported.

The filing documents a time- and performance-based vesting event rather than an open-market purchase or sale. 853 shares vested at $27.11, which increases the reporting officer's direct holdings. The presence of a Dividend Reinvestment Plan component and joint holdings are administrative details that slightly affect reported beneficial ownership but do not indicate a change in corporate control or a liquidity event. Overall, this is a standard compensation-related equity event with limited immediate market impact.

Corporate Governance Expert

TL;DR: Equity compensation and scheduled restricted awards disclosed; filings show standard governance and disclosure processes.

The Form 4 discloses vesting of restricted stock and multiple conditional awards with explicit vesting schedules (03/10/2026, 09/06/2027, 01/14/2028). The explanation references prior Form 8-K documentation for performance conditions, indicating consistent disclosure practices. The signature executed by power of attorney on 08/07/2025 is properly noted. There are no indications of unusual transfer mechanisms or departures from typical insider reporting requirements.

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)
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	4,678.991(2)	D
Common Stock	08/06/2025		F		242	D	$27.11	4,436.991(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(5)	$27.4							(5)	03/10/2026	Common Stock	1,628		1,628	D
Conditional Stock Award(6)	(4)							(6)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(7)	(4)							(7)	01/14/2028	Common Stock	2,828		2,828	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. Includes shares acquired under MBCN Dividend Reinvestment Plan

3. Includes shares held jointly with spouse.

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

5. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8K filing dated March 17, 2023.

6. 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.

7. 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.

	/s/ Courtney M. Erminio by Julie E. Shaw Power of Attorney	08/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did Courtney Erminio (MBCN) report on Form 4?

The filing reports the vesting and acquisition of 853 common shares on 08/06/2025 at a reported price of $27.11, plus disclosure of outstanding conditional awards and DRIP participation.

How many restricted/conditional awards does the Form 4 disclose for MBCN insider?

The Form 4 lists three conditional stock awards converting to common stock: 1,628 shares (03/10/2026), 1,708 shares (09/06/2027), and 2,828 shares (01/14/2028).

Were any shares sold by the reporting person in this filing for MBCN?

No sales are reported in this Form 4; the primary transaction disclosed is the vesting and acquisition of restricted shares.

Does the filing mention other sources of the reporting person’s holdings for MBCN?

Yes. The filing explicitly states that reported holdings include shares acquired under the Dividend Reinvestment Plan and shares held jointly with a spouse.

When was the Form 4 signed and who signed it?

The Form 4 was signed by /s/ Courtney M. Erminio executed by Julie E. Shaw via power of attorney on 08/07/2025.