Middlefield Banc EVP Reports Routine RSU Vesting, Net 605 Shares Added

Rhea-AI Filing Summary

Middlefield Banc Corp. (MBCN) – Form 4 filing dated 08/07/2025

Executive Vice President & Chief Human Resources Officer Sarah A. Winters reported routine equity compensation activity on 08/06/2025. She received 853 common shares upon the one-year vesting of a restricted-stock grant originally issued 08/06/2024 at an indicated price of $27.11 per share (approx. $23k market value). To satisfy associated tax obligations, 248 shares were automatically withheld (transaction code “F”), leaving her direct ownership at 605 newly vested shares.

The filing also discloses two outstanding time-based restricted-stock awards listed in Table II: 2,828 shares scheduled to vest through 01/14/2028 and 1,708 shares vesting through 09/06/2027. Each unit converts 1-for-1 into common stock upon vesting and currently carries no voting or dividend rights.

No open-market purchases or sales were reported and total insider ownership change is immaterial relative to MBCN’s share count. The activity appears to be standard compensation administration rather than a signal of insider sentiment.

Insights

Senior Securities Analyst

TL;DR: Routine RSU vesting; no directional signal, negligible impact.

The Form 4 reflects ordinary-course vesting of a 2024 grant and automatic share withholding for taxes. Gross value (~$23k) and net share increase (605) are de minimis versus Middlefield Banc’s 8.3 million shares outstanding, implying <0.01 % dilution. The absence of discretionary buying or selling means insider sentiment is unchanged. Existing unvested awards reinforce alignment but do not introduce new expense, as costs were front-loaded under ASC 718 when granted. Overall, the filing is 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^*

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)
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	2,828		2,828	D
Conditional Stock Award(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	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 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	08/07/2025
	** Signature of Reporting Person	Date
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FAQ

How many MBCN shares did EVP Sarah Winters acquire on 08/06/2025?

She acquired 853 common shares through the vesting of previously granted restricted stock.

Did the insider sell any MBCN shares in the open market?

No. The only disposition was 248 shares withheld to cover taxes; no open-market sale occurred.

What is the total value of the vested shares based on the reported price?

At $27.11 per share, the gross value is roughly $23,100.

How many unvested restricted shares does Winters still hold?

She holds 2,828 shares vesting through 2028 and 1,708 shares vesting through 2027.

Does this Form 4 filing indicate a change in insider sentiment at MBCN?

The activity is routine compensation vesting; it does not provide a clear bullish or bearish signal.