Middlefield Banc Corp (MBCN) EVP reports stock awards and insider trades

Rhea-AI Filing Summary

Middlefield Banc Corp executive Sarah A. Winters, EVP and Chief Human Resources Officer, reported equity transactions in company stock. On 12/17/20255,204 shares of common stock at $37 per share, then disposed of 1,517 shares at the same price, leaving her with 4,292 shares of common stock held directly.

The filing also lists derivative equity awards. Winters holds a conditional stock award tied to 1,708 shares of common stock with an expiration date of 09/06/2027, and another tied to 2,828 shares expiring on 01/14/2028. An earlier performance share unit award granted on August 6, 2024 was amended, resulting in acceleration of performance share unit grants, with vesting tied to a payment date within sixty days after December 31, 2026. Additional restricted stock awards vest ratably over three years, contingent on her continued employment and without voting or dividend rights until vesting.

12/18/2025 - 05:38 PM

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^*

Winters Sarah A

(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/CHRO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		A(1)		5,204	A	$37	5,809	D
Common Stock	12/17/2025		F		1,517	D	$37	4,292	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(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(2)	(3)							(2)	01/14/2028	Common Stock	2,828		2,828	D

Explanation of Responses:

1. Amendment of performance share unit award agreement resulting in acceleration of performance share unit grants. The performance share unit award was originally granted on August 6, 2024, and provides for vesting in any earned performance share units upon the payment date, defined as within sixty days after December 31, 2026.

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

	/s/ Sarah A. Winters by Julie E. Shaw Power of Attorney	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MBCN executive Sarah A. Winters report?

Sarah A. Winters, EVP/CHRO of Middlefield Banc Corp (MBCN), reported acquiring 5,204 shares of common stock on 12/17/2025 at $37 per share and disposing of 1,517 shares at the same price, resulting in 4,292 shares of common stock held directly.

How many Middlefield Banc Corp (MBCN) shares does Sarah A. Winters own after the reported Form 4 transactions?

Following the reported transactions on 12/17/2025, Sarah A. Winters beneficially owns 4,292 shares of Middlefield Banc Corp common stock in direct ownership.

At what price were the MBCN shares transacted in Sarah A. Winters' Form 4 filing?

Both the acquisition of 5,204 shares and the disposition of 1,517 shares of Middlefield Banc Corp common stock were reported at a price of $37 per share.

What derivative equity awards for MBCN stock does Sarah A. Winters hold?

Sarah A. Winters holds two conditional stock awards: one linked to 1,708 shares of common stock with an expiration date of 09/06/2027, and another linked to 2,828 shares with an expiration date of 01/14/2028, both held in direct ownership.

What are the vesting conditions for the restricted stock awards reported by MBCN EVP/CHRO Sarah A. Winters?

The restricted stock awards reported for Sarah A. Winters vest ratably over three years, provided she remains continuously employed by Middlefield Banc Corp as of each vesting date. Until vesting, the awards provide no voting rights, no dividend rights, and no other shareholder rights.

What change was made to Sarah A. Winters' performance share unit award at Middlefield Banc Corp (MBCN)?

The performance share unit award agreement originally granted on August 6, 2024 was amended, resulting in acceleration of performance share unit grants. Any earned performance share units vest on the payment date, defined as within sixty days after December 31, 2026.

Does Sarah A. Winters' Form 4 mention prior MBCN filings related to these awards?

Yes. The details of vesting conditions for certain restricted stock awards are referenced as being described in Form 8-K filings dated January 17, 2025 and September 4, 2024.