Middlefield Banc Corp (MBCN) EVP discloses stock transactions and awards

Rhea-AI Filing Summary

Middlefield Banc Corp executive Thomas M. Wilson reported new stock activity. On 12/17/2025, he acquired 1,651 shares of common stock at $37 per share, with 480 shares disposed of at the same price in a transaction coded as tax withholding, leaving 9,048 shares held directly and 12,498 shares held in an IRA.

Wilson also reported derivative holdings from restricted stock awards covering 1,708 shares expiring on 09/06/2027 and 2,685 shares expiring on 01/14/2028. One award was amended to accelerate restricted stock grants originally awarded on March 10, 2023. The restricted stock grants vest over three years, contingent on continued employment, and do not provide voting or dividend rights until vesting.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Wilson Thomas M

Role EVP-Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,651	$37.00	$61K
Tax Withholding	Common Stock	480	$37.00	$18K
holding	Conditional Stock Award	--	--	--
holding	Conditional Stock Award	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,528 shares (Direct); Conditional Stock Award — 1,708 shares (Direct); Common Stock — 12,498 shares (Indirect, held in IRA)

Footnotes (1)

1. Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The restricted stock award was originally granted on March 10, 2023, and provides for vesting on the third anniversary of the award. The award represents grant of restricted stock which vests ratably over a three-year period provided that Mr. Wilson 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 Each restricted stock unit represents the right to receive, at settlement, one share of common stock. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Wilson 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 filed dated September 4, 2025.

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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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^*

Wilson Thomas M

(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 Strategy 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)		1,651	A	$37	9,528	D
Common Stock	12/17/2025		F		480	D	$37	9,048	D
Common Stock								12,498	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)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(2)	(3)							(2)	01/14/2028	Common Stock	2,685		2,685	D

Explanation of Responses:

1. Amendment of conditional stock award agreement resulting in acceleration of restricted stock grants. The restricted stock award was originally granted on March 10, 2023, and provides for vesting on the third anniversary of the award.

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

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

4. The award represents a grant of restricted stock which vests ratably over a three-year period provided that Mr. Wilson 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 filed dated September 4, 2025.

	/s/ Thomas M. Wilson by Julie E. Shaw Power of Attorney	12/18/2025
	** Signature of Reporting Person	Date
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