Middlefield Banc Corp (MBCN) director disposes shares in merger to Farmers

Rhea-AI Filing Summary

Middlefield Banc Corp director William J. Skidmore reported two issuer dispositions of common stock tied to the company’s merger into Farmers National Banc Corp. On March 2, 2026, he disposed of 20,742.0410 and 2,013.3590 Middlefield shares, reducing his direct holdings to zero.

According to the merger agreement, each Middlefield share outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers common stock, reflecting a stock-for-stock transaction rather than an open‑market sale.

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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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^*

Skidmore William J

(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)
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		20,742.041	D	(1)	0	D
Common Stock	03/02/2026		D		2,013.359	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 (the "Closing Date"). Pursuant to the Agreement each share of Middlefield common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Middlefield or Farmers) was converted into the right to receive 2.6 shares (the "Exchange Ration") of Farmers common stock.

	/s/ William J. Skidmore 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).
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FAQ

What insider transaction did Middlefield Banc Corp (MBCN) report for William J. Skidmore?

Middlefield Banc Corp director William J. Skidmore reported two issuer dispositions of common stock. He transferred 20,742.0410 and 2,013.3590 shares on March 2, 2026, in connection with Middlefield’s merger into Farmers National Banc Corp, leaving him with zero directly held Middlefield shares.

How many Middlefield Banc Corp (MBCN) shares did William J. Skidmore dispose of?

William J. Skidmore disposed of two blocks of Middlefield common stock: 20,742.0410 shares and 2,013.3590 shares. These issuer dispositions occurred on March 2, 2026, as part of the merger process with Farmers National Banc Corp, bringing his direct Middlefield ownership to zero.

What are the key terms of the Middlefield and Farmers National Banc Corp merger affecting MBCN shares?

Under the merger agreement, each share of Middlefield common stock outstanding immediately before the effective time was converted into the right to receive 2.6 shares of Farmers National Banc Corp common stock. This fixed-share exchange ratio applied to Skidmore’s disposed shares as part of the transaction.

Was William J. Skidmore’s MBCN transaction an open-market sale?

No, Skidmore’s transaction was classified as a disposition to the issuer, not an open‑market sale. The shares were disposed of pursuant to the merger agreement under which Middlefield merged into Farmers National Banc Corp, with each Middlefield share converted into the right to receive Farmers shares.

What is the transaction code used in the William J. Skidmore Form 4 for MBCN?

The Form 4 uses transaction code D for both entries, described as a disposition to the issuer. This code indicates the shares were surrendered in a corporate transaction, consistent with the merger where Middlefield Banc Corp combined with Farmers National Banc Corp on March 2, 2026.