Director Bevan of Middlefield Banc Corp (MBCN) receives 405-share award

Rhea-AI Filing Summary

Bevan Thomas W reported acquisition or exercise transactions in this Form 4 filing.

Middlefield Banc Corp director Thomas W. Bevan reported an equity award of 405 shares of Common Stock at $35.18 per share on February 23, 2026. The filing shows his direct holdings increased to 26,558 shares, which include shares held jointly with his spouse.

According to the footnotes, these shares reflect accelerated vesting of restricted stock units originally granted on June 27, 2025, after the company’s Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bevan Thomas W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	405	$35.18	$14K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,558 shares (Direct)

Footnotes (1)

1. Includes shares held jointly with spouse. The shares represent accelerated vesting of restricted stock units (RSUs) granted on June 27, 2025. On February 23, 2026, the Compensation Committee of Middlefield's Board of Directors approved the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.

Form 4 Insider Transactions: What Each Field Means →

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
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hours per response:			0.5

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^*

Bevan Thomas W

(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)
02/23/2026

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	02/23/2026		A(2)		405	A	$35.18	26,558	D
Common Stock								26,530	D(1)

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. Includes shares held jointly with spouse.

2. The shares represent accelerated vesting of restricted stock units (RSUs) granted on June 27, 2025. On February 23, 2026, the Compensation Committee of Middlefield's Board of Directors approved the full vesting of all outstanding plan share awards, including the RSUs. For further information regarding the acceleration of the RSUs, please see the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.

	/s/ Thomas W. Bevan by Julie E. Shaw Power of Attorney	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Middlefield Banc Corp (MBCN) report for Thomas W. Bevan?

Middlefield Banc Corp reported that director Thomas W. Bevan acquired 405 shares of Common Stock as an equity award. The shares were valued at $35.18 each and resulted from accelerated vesting of previously granted restricted stock units.

At what price were Thomas W. Bevan’s new Middlefield Banc Corp shares recorded?

The 405 newly acquired Middlefield Banc Corp shares for Thomas W. Bevan were recorded at $35.18 per share. This price reflects the value used in the Form 4 for the equity award tied to accelerated vesting of restricted stock units.

How many Middlefield Banc Corp shares does Thomas W. Bevan own after this Form 4 transaction?

Following the reported equity award, Thomas W. Bevan directly owns 26,558 Middlefield Banc Corp shares. The Form 4 notes this total includes shares held jointly with his spouse, reflecting his combined direct beneficial ownership after the vesting event.

What is the source of the 405-share award reported for MBCN director Thomas W. Bevan?

The 405-share award to Thomas W. Bevan comes from accelerated vesting of restricted stock units granted on June 27, 2025. On February 23, 2026, Middlefield’s Compensation Committee approved full vesting of all outstanding plan share awards, including these RSUs.

What corporate action triggered accelerated vesting of RSUs for Middlefield Banc Corp insiders?

Middlefield Banc Corp’s Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026. This decision accelerated vesting of restricted stock units, including those granted to director Thomas W. Bevan on June 27, 2025, resulting in the 405-share award.