Middlefield Banc (NASDAQ: MBCN) accelerates equity vesting for risk chief

Q: What was the nature of the MBCN share acquisitions reported by Courtney Erminio?

The acquisitions were classified as grants or awards of common stock tied to equity compensation. Shares came from accelerated vesting of restricted stock units and performance share units that fully vested after Compensation Committee action on February 23, 2026, at a reference price of $35.18 per share.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Middlefield Banc Corp EVP and Chief Risk Officer Courtney M. Erminio reported multiple equity award transactions in company common stock. On February 23, 2026, he acquired several blocks of common shares through accelerated vesting of restricted stock units and performance share units at a reference price of $35.18 per share, following Compensation Committee approval to fully vest outstanding plan share awards. In a related move, 4,714 shares were disposed of to cover tax obligations associated with these awards. After these transactions, he directly held 19,931.991 common shares.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Erminio Courtney M

Role EVP/Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,708	$35.18	$60K
Grant/Award	Common Stock	1,886	$35.18	$66K
Grant/Award	Common Stock	4,999	$35.18	$176K
Grant/Award	Common Stock	7,954	$35.18	$280K
Tax Withholding	Common Stock	4,714	$35.18	$166K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,806.991 shares (Direct)

Footnotes (1)

Includes shares held jointly with spouse. Includes shares acquired under MBCN Dividend Reinvestment Plan The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving 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.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 03:30 PM

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^*

Erminio Courtney M

(Last)

(First)

(Middle)

15985 EAST HIGH STREET

(Street)

MIDDLEFIELD

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/Chief Risk Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								150.525⁽²⁾	D⁽¹⁾
Common Stock	02/23/2026		A⁽³⁾		1,708	A	$35.18	9,806.991⁽²⁾	D
Common Stock	02/23/2026		A⁽⁴⁾		1,886	A	$35.18	11,692.991⁽²⁾	D
Common Stock	02/23/2026		A⁽⁵⁾		4,999	A	$35.18	16,691.991⁽²⁾	D
Common Stock	02/23/2026		A⁽⁶⁾		7,954	A	$35.18	24,645.991⁽²⁾	D
Common Stock	02/23/2026		F		4,714	D	$35.18	19,931.991⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes shares held jointly with spouse.

2. Includes shares acquired under MBCN Dividend Reinvestment Plan

3. The shares represent accelerated vesting of restricted stock units ("RSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving 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.The restricted stock award was originally granted on September 4, 2024, and provides for vesting on the third anniversary of the award.

4. The shares represent accelerated vesting of RSUs resulting from Compensation Committee approval on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026.The restricted stock award was originally granted on January 17, 2025, and provides for vesting on the third anniversary of the award.

5. The shares represent accelerated vesting of performance share units ("PSUs") resulting from action of the Middlefield Compensation Committee on February 23, 2026, approving the full vesting of all outstanding plan share awards, including the PSUs. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on September 4, 2024.

6. The shares represent accelerated vesting of PSUs resulting from action of the Middlefield Compensation Committee on February 23, 2026. See the Form 8-K Current Report filed by Middlefield with the SEC on February 25, 2026. The vesting conditions at grant were described in a Form 8-K filed on January 17, 2025.

	/s/ Courtney M. Erminio 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did MBCN EVP Courtney Erminio report on this Form 4?

Courtney M. Erminio, EVP and Chief Risk Officer of MBCN, reported multiple equity award-related transactions in common stock. These included share acquisitions from accelerated vesting of RSUs and PSUs and a share disposition to satisfy tax obligations linked to those awards.

How many MBCN shares does Courtney Erminio hold after these transactions?

Following the reported transactions, Courtney M. Erminio directly holds 19,931.991 shares of Middlefield Banc Corp common stock. This figure reflects the net position after equity award vesting and the disposition of shares used to cover associated tax liabilities.

Why were some MBCN shares disposed of in Courtney Erminio’s Form 4?

A block of 4,714 Middlefield Banc Corp common shares was disposed of to pay tax liabilities associated with the vesting of equity awards. This is a tax-withholding disposition rather than an open-market sale, and it adjusts his net directly held share balance.

What corporate action led to the accelerated vesting of MBCN equity awards?

Middlefield’s Compensation Committee approved full vesting of all outstanding plan share awards, including RSUs and PSUs, on February 23, 2026. This decision triggered accelerated vesting for Courtney M. Erminio’s awards, resulting in the reported acquisitions and related tax-withholding share disposition.

How is the reference price of $35.18 used in Courtney Erminio’s MBCN Form 4?

The Form 4 lists a transaction price of $35.18 per share for the equity award-related entries. This price serves as the valuation reference for the vested RSU and PSU shares and for the shares disposed to satisfy related tax obligations.