Middlefield Banc (MBCN) EVP/CFO details accelerated stock awards

Rhea-AI Filing Summary

Middlefield Banc Corp executive Michael Ranttila, EVP/CFO, reported multiple stock transactions in company shares. On December 17, 2025, he acquired 3,558 shares of common stock at $37 per share and a further 12,713 shares at the same price, then disposed of 3,962 shares at $37. Following these transactions, he directly held 18,480.1 common shares, with additional indirect holdings of 50 shares as custodian for a grandson and 300 shares in an IRA. The filing notes amendments to conditional stock and performance share unit award agreements that accelerate certain restricted stock and performance share unit grants, with further details referenced in separate Form 8-K filings. It also describes restricted stock awards that vest ratably over three years, during which they confer no voting rights, dividends, or other shareholder rights.

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^*

RANTTILA MICHAEL

(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/CFO

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)		3,558	A	$37	9,729.1(3)	D
Common Stock	12/17/2025		A(2)		12,713	A	$37	22,442.1(3)	D
Common Stock	12/17/2025		F		3,962	D	$37	18,480.1(3)	D
Common Stock								50	I	as Custodian for Grandson
Common Stock								300	I	held in IRA

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)	(6)							(4)	08/30/2027	Common Stock	3,014		3,014	D
Conditional Stock Award(5)	(6)							(5)	01/14/2028	Common Stock	4,433		4,433	D

Explanation of Responses:

1. Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The details of the accelerated restricted stock grants may be found in a Form 8-K filed December 12, 2025.

2. Amendment of performance share unit award agreement resulting in acceleration of performance share unit grants. The details of the accelerated performance share unit grants may be found in a Form 8-K filed December 12, 2025.

3. Includes shares acquired under MBCN Dividend Reinvestment Plan

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila 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.

5. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Ranttila 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.

6. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

	/s/ Michael Ranttila by Julie E. Shaw Power of Attorney	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MBCN EVP/CFO Michael Ranttila report on December 17, 2025?

On December 17, 2025, EVP/CFO Michael Ranttila reported acquiring 3,558 and 12,713 shares of Middlefield Banc Corp (MBCN) common stock at $37 per share, and disposing of 3,962 shares at $37.

How many MBCN shares does the reporting person own after these Form 4 transactions?

After the reported transactions, Michael Ranttila directly owned 18,480.1 shares of Middlefield Banc common stock and indirectly held 50 shares as custodian for a grandson and 300 shares in an IRA.

What do the amendments to MBCN stock award agreements involve for the EVP/CFO?

The filing explains that one amendment accelerates restricted stock grants under a conditional stock award agreement, and another accelerates performance share unit grants under a performance share unit award agreement, with further details referenced in Form 8-Ks filed on December 12, 2025.

How do the MBCN restricted stock awards for the EVP/CFO vest?

The restricted stock awards described for Mr. Ranttila vest ratably over a three-year period, provided he remains continuously employed by Middlefield as of each vesting date.

What rights do MBCN restricted stock awards provide before vesting?

Until vesting, the restricted stock awards for Mr. Ranttila confer no right to vote, no right to dividends, and no other shareholder rights to the recipient.

What derivative stock awards does the MBCN EVP/CFO hold according to this Form 4?

The filing lists conditional stock awards tied to 3,014 shares of common stock with an expiration date of August 30, 2027, and 4,433 shares with an expiration date of January 14, 2028, both held directly.