Middlefield Banc (MBCN) director adds 405 shares through RSU vesting

Rhea-AI Filing Summary

Middlefield Banc Corp director James J. McCaskey reported an acquisition of common stock through equity compensation. On February 23, 2026, he received a grant or award of 405 shares of common stock at $35.18 per share, tied to accelerated vesting of restricted stock units granted on June 27, 2025.

After this transaction, his directly held common stock totaled 5,928.79 shares, which includes shares acquired under the MBCN Dividend Reinvestment Plan and shares held jointly with his spouse. He also reported 4,706.314 shares in a direct holding line and 1,372 shares held indirectly in his spouse’s retirement account.

The vesting followed the Compensation Committee’s approval of full vesting of all outstanding plan share awards, including these RSUs, on February 23, 2026, as further described in a related Form 8-K.

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^*

MCCASKEY JAMES J

(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(3)		405	A	$35.18	5,928.79(1)	D
Common Stock								4,706.314(1)	D(2)
Common Stock								1,372	I	held by spouse in retirement account

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 acquired under MBCN Dividend Reinvestment Plan

2. Includes shares held jointly with spouse.

3. 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/ James J. McCaskey 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did MBCN director James J. McCaskey report on this Form 4?

James J. McCaskey reported an acquisition of Middlefield Banc Corp common stock through equity compensation. The filing reflects accelerated vesting of restricted stock units into shares, increasing his direct and indirect holdings as documented for February 23, 2026, under the company’s equity plans.

How many MBCN shares did James J. McCaskey acquire and at what price?

He acquired 405 shares of Middlefield Banc Corp common stock at $35.18 per share. The acquisition is characterized as a grant, award, or other acquisition, connected to accelerated vesting of restricted stock units previously granted under the company’s equity compensation arrangements.

What are James J. McCaskey’s direct MBCN share holdings after the transaction?

Following the equity award, McCaskey directly held 5,928.79 shares of Middlefield Banc Corp common stock. This figure includes shares acquired through the MBCN Dividend Reinvestment Plan and shares held jointly with his spouse, as described in the Form 4 footnotes for this reporting date.

What indirect MBCN holdings does James J. McCaskey report?

He reports 1,372 shares of Middlefield Banc Corp common stock held indirectly. These shares are described as being held by his spouse in a retirement account, indicating indirect beneficial ownership separate from his directly owned and jointly held share positions disclosed in the filing.

How were the reported MBCN shares related to restricted stock units (RSUs)?

The 405 acquired shares represent accelerated vesting of RSUs 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, as referenced in a related Form 8-K current report.

What corporate action triggered the RSU vesting for MBCN director McCaskey?

Middlefield’s Compensation Committee approved the full vesting of all outstanding plan share awards on February 23, 2026. This decision caused McCaskey’s previously granted restricted stock units from June 27, 2025 to vest in full, converting into 405 shares of common stock reported on the Form 4.