Middlefield director stock converted in Farmers deal

Rhea-AI Filing Summary

Middlefield Banc Corp director Kenneth E. Jones reported dispositions of his Middlefield common stock tied to the company’s merger into Farmers National Banc Corp. On the March 2, 2026 closing date, 17,725.480 directly held shares and 2,153.668 shares held by his spouse were surrendered to Middlefield.

Under the merger agreement, each share of Middlefield common stock outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, rather than being sold on the open market.

Insider Trade Summary

Disposition: 19,879.148 shares

Disposition 2 txns

Insider Jones Kenneth E

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	17,725.48	$0.00	$0.00
Disposition	Common Stock	2,153.668	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, held by spouse)

Footnotes (1)

1. F1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 22, 2025 (the "Agreement"), by and between Middlefield Banc Corp. ("Middlefield") and Farmers National Banc Corp. ("Farmers"), pursuant when Middlefield merged with and into Farmers on March 2, 2026 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Kenneth E. Jones report for MBCN?

Kenneth E. Jones reported disposing of Middlefield Banc Corp common stock in connection with its merger into Farmers National Banc Corp. The shares were surrendered to Middlefield and converted into the right to receive Farmers common stock under the agreed exchange terms.

How many Middlefield Banc Corp shares did Kenneth Jones dispose of?

He disposed of 17,725.480 Middlefield common shares held directly and 2,153.668 shares held indirectly through his spouse. All of these shares were surrendered as part of the merger and converted into rights to receive Farmers National Banc Corp common stock.

Was the Kenneth Jones Form 4 for MBCN an open-market sale?

No, the disposition was not an open-market sale. The shares were surrendered to Middlefield under a merger agreement, with each Middlefield share converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock at the closing.

What did Middlefield Banc Corp shareholders receive in the Farmers merger?

Each share of Middlefield common stock outstanding immediately before the effective time of the merger was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock, except for certain shares held by Middlefield or Farmers that were treated differently.

When did the Middlefield and Farmers merger affecting MBCN shares close?

The merger between Middlefield Banc Corp and Farmers National Banc Corp closed on March 2, 2026. On that closing date, outstanding Middlefield common shares were surrendered and converted into rights to receive Farmers common stock based on the 2.6-to-1 exchange ratio.

How were spouse-held MBCN shares treated in Kenneth Jones’s Form 4?

Shares held indirectly by Kenneth Jones’s spouse, totaling 2,153.668 Middlefield common shares, were reported as indirectly owned and then disposed of to Middlefield in the merger. These shares were also converted into rights to receive Farmers National Banc Corp common stock.

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Accepted by SEC EDGAR 03/02/2026 - 07:09 AM EST Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

X

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^*

Jones Kenneth E

(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)
03/02/2026

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	03/02/2026		D		17,725.48	D	(1)	0	D
Common Stock	03/02/2026		D		2,153.668	D	(1)	0	I	held by spouse

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. Disposed of pursuant to the Agreement and Plan of Merger, dated October 22, 2025 (the "Agreement"), by and between Middlefield Banc Corp. ("Middlefield") and Farmers National Banc Corp. ("Farmers"), pursuant when Middlefield merged with and into Farmers on March 2, 2026 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

	/s/ Kenneth E. Jones by Julie E. Shaw Power of Attorney	03/02/2026
	** 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.