Middlefield Banc (MBCN) director receives 405-share stock award

Rhea-AI Filing Summary

Middlefield Banc Corp director Kenneth E. Jones reported an equity award of common stock. On February 23, 2026, he acquired 405 shares of Middlefield Banc Corp common stock as a grant or award, valued at $35.18 per share, bringing his directly held total to 17,725.48 shares.

The filing also reports 2,153.668 shares held indirectly through his spouse. A footnote explains that the award reflects accelerated vesting of restricted stock units originally granted on June 27, 2025, after the Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026.

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

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)
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	17,725.48(1)	D
Common Stock								2,153.668(1)	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. Includes shares acquired under MBCN Dividend Reinvestment Plan

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/ Kenneth E. Jones 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 Kenneth E. Jones?

Middlefield Banc Corp reported that director Kenneth E. Jones received a grant of 405 shares of common stock at $35.18 per share. This equity award increased his directly held position to 17,725.48 shares following the transaction.

Was the Middlefield Banc Corp (MBCN) Form 4 transaction a market purchase or an award?

The Form 4 transaction was an award, not an open-market purchase. It is coded as a grant or other acquisition, reflecting accelerated vesting of previously granted restricted stock units rather than a buy in the market.

How many Middlefield Banc Corp (MBCN) shares does Kenneth E. Jones now own directly and indirectly?

After the reported award, Kenneth E. Jones directly holds 17,725.48 shares of Middlefield Banc common stock. The filing also lists 2,153.668 additional shares held indirectly, described as being held by his spouse.

What triggered the restricted stock unit vesting for Middlefield Banc Corp (MBCN) director Kenneth E. Jones?

The vesting was triggered when the Compensation Committee approved full vesting of all outstanding plan share awards on February 23, 2026. This accelerated vesting applied to restricted stock units originally granted to Jones on June 27, 2025.

Does the Middlefield Banc Corp (MBCN) Form 4 mention dividend reinvestment plan shares?

Yes. A footnote states that the reported holdings include shares acquired under the MBCN Dividend Reinvestment Plan. This indicates some of Jones’s total ownership reflects automatic reinvestment of dividends into additional company shares.