Middlefield Banc (MBCN) EVP surrenders 15,691 shares in merger deal

Rhea-AI Filing Summary

Middlefield Banc Corp executive Michael L. Cheravitch reported a disposition of all his directly held common shares as part of a completed merger. On March 2, 2026, he disposed of 15,691 shares of Middlefield Banc Corp common stock in a transaction coded as a disposition to the issuer, leaving him with zero directly owned shares.

According to the footnote, this disposition occurred under an Agreement and Plan of Merger dated October 22, 2025 between Middlefield Banc Corp and Farmers National Banc Corp, when Middlefield merged with and into Farmers on March 2, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cheravitch Michael L

Role EVP-Chief Banking Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	15,691	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Cheravitch Michael L

(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-Chief Banking Officer

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		15,691	D	(1)	0	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)
				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.

	/s/ Michael L. Cheravitch 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.

FAQ

What insider transaction did MBCN executive Michael L. Cheravitch report?

Michael L. Cheravitch reported disposing of 15,691 shares of Middlefield Banc Corp common stock. The transaction was coded as a disposition to the issuer, and it reduced his directly held common stock position to zero shares following the transaction.

When did Michael L. Cheravitch’s Form 4 transaction in MBCN shares occur?

The reported transaction occurred on March 2, 2026. On that date, Michael L. Cheravitch disposed of 15,691 shares of Middlefield Banc Corp common stock in a disposition to the issuer, leaving no directly owned shares after the transaction was completed.

What was the nature of Michael L. Cheravitch’s MBCN share disposition?

The disposition was classified as a non-derivative transaction coded “D,” meaning a disposition to the issuer. Michael L. Cheravitch surrendered 15,691 common shares back to Middlefield Banc Corp, resulting in a reported post-transaction direct holding of zero shares.

How is the Middlefield–Farmers National Banc merger linked to this MBCN Form 4?

A footnote states the shares were disposed of under an Agreement and Plan of Merger dated October 22, 2025, between Middlefield Banc Corp and Farmers National Banc Corp, when Middlefield merged with and into Farmers on March 2, 2026.

What is Michael L. Cheravitch’s role at Middlefield Banc Corp in this Form 4?

Michael L. Cheravitch is identified as an officer of Middlefield Banc Corp, holding the title EVP–Chief Banking Officer. The Form 4 reports his disposition to the issuer of 15,691 common shares in connection with the merger into Farmers National Banc Corp.

How many MBCN shares did Michael L. Cheravitch own after the reported transaction?

After the March 2, 2026 transaction, Michael L. Cheravitch reported owning zero shares of Middlefield Banc Corp common stock directly. The Form 4 shows total shares following the disposition to the issuer as zero, reflecting the elimination of his direct common stock holdings.