Middlefield Banc (MBCN) CEO Zimmerly details stock awards and ownership

Rhea-AI Filing Summary

Middlefield Banc Corp. insider equity awards and holdings update

Ronald L. Zimmerly, Jr., who serves as both a director and Chief Executive Officer of Middlefield Banc Corp. (MBCN), reported several equity-related transactions dated 12/17/2025. In Table I, he acquired 4,653 shares of common stock at $37 per share in one transaction and 10,161 shares of common stock at $37 per share in another, both labeled as acquisitions linked to amended award agreements. He also had 4,126 shares disposed of at $37 per share in a transaction coded "F," typically associated with tax withholding. Following these transactions, he beneficially owned 53,330.283 shares of common stock directly and 8,786 shares indirectly held in an IRA. In Table II, he held derivative positions in conditional stock awards covering 4,520 shares of common stock expiring 08/30/2027 and 6,864 shares expiring 01/14/2028, both directly owned.

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^*

Zimmerly Ronald Len Jr.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		4,653	A	$37	43,169.283(3)	D
Common Stock	12/17/2025		A(2)		10,161	A	$37	53,330.283(3)	D
Common Stock	12/17/2025		F		4,126	D	$37	49,204.283(3)	D
Common Stock								8,786	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	4,520		4,520	D
Conditional Stock Award(5)	(6)							(5)	01/14/2028	Common Stock	6,864		6,864	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. Zimmerly 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 8K filing dated September 4, 2024.

5. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Zimmerly 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 8K filing dated January 17, 2025.

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

	/s/ Ronald L. Zimmerly, Jr. by Julie E. Shaw Power of Attorney	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MBCN CEO Ronald Zimmerly report on this Form 4?

Ronald L. Zimmerly, Jr. reported equity-related transactions in Middlefield Banc Corp. common stock on 12/17/2025, including acquisitions and a share disposition tied to award agreements.

How many Middlefield Banc Corp. (MBCN) shares did the CEO acquire on 12/17/2025?

He acquired 4,653 shares of common stock at $37 per share in one transaction and 10,161 shares at $37 per share in another.

What does the "F" transaction code mean in Ronald Zimmerly’s MBCN Form 4?

The Form 4 shows an "F" code for a transaction in which 4,126 shares of common stock were disposed of at $37 per share, which typically reflects shares withheld to cover taxes in connection with equity awards.

How many Middlefield Banc Corp. shares does the CEO beneficially own after these transactions?

After the reported transactions, Ronald L. Zimmerly, Jr. beneficially owned 53,330.283 shares of MBCN common stock directly and 8,786 shares indirectly held in an IRA.

What derivative or conditional stock awards does the MBCN CEO hold?

He held conditional stock awards covering 4,520 shares of common stock with an expiration date of 08/30/2027 and 6,864 shares with an expiration date of 01/14/2028, both directly owned.

What do the explanations in the MBCN Form 4 say about the stock awards?

The explanations state that amendments to conditional stock and performance share unit award agreements resulted in acceleration of grants, and that the restricted stock awards vest ratably over three years, provided Mr. Zimmerly remains continuously employed as of each vesting date.