Middlefield Banc EVP boosts stake through restricted-stock vesting

Rhea-AI Filing Summary

Middlefield Banc Corp. (MBCN) – Form 4 filing dated 08/07/2025. EVP-Chief Strategy Officer Thomas M. Wilson reported routine equity-compensation activity on 08/06/2025. A restricted-stock tranche vested, delivering 853 common shares at $27.11 (code “A”). To cover tax withholding, 261 shares were withheld (code “F”), resulting in a net direct increase of 592 shares.

After the transactions Mr. Wilson directly owns 7,877 common shares; he also has 12,498 shares held indirectly in an IRA. Derivative holdings consist of three unvested restricted-stock awards totaling 5,714 RSUs with scheduled vesting dates in 2026-2028. No open-market purchases or discretionary sales were reported, and pricing matched the day’s closing price, indicating non-market activity.

The filing signals continued insider equity accumulation through incentive plans, but because the transactions are automatic and largely offset by tax withholding, market impact is expected to be neutral to modestly positive.

Positive

• Net ownership increased by 592 shares, indicating continued insider equity alignment.
• 5,714 RSUs remain unvested, providing long-term retention incentives for a key executive.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine vesting adds 592 shares; no open-market buying or selling—minimal market impact.

The net share increase is small (<5% of Wilson’s total direct stake) and stems from a pre-scheduled restricted-stock vesting. Tax-related share withholding (code F) is standard. Because there is no discretionary purchase, the transaction does not materially change insider sentiment or float. Derivative awards reinforce long-term alignment, but vesting is contingent on continued employment and, in one case, performance metrics. Overall impact on valuation and liquidity is negligible.

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^*

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)
08/06/2025

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	08/06/2025		A(1)		853	A	$27.11	8,138	D
Common Stock	08/06/2025		F		261	D	$27.11	7,877	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(2)	(3)							(2)	01/14/2028	Common Stock	2,685		2,685	D
Conditional Stock Award(4)	(3)							(4)	09/06/2027	Common Stock	1,708		1,708	D
Conditional Stock Award(5)	$27.4							(5)	03/10/2026	Common Stock	1,321		1,321	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on August 6, 2024. The shares vested on the first anniversary of the grant date.

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.

5. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8K filing dated March 17, 2023.

	/s/ Thomas M. Wilson by Julie E. Shaw Power of Attorney	08/07/2025
	** 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

How many Middlefield Banc (MBCN) shares did EVP Thomas M. Wilson acquire on 08/06/2025?

853 shares vested from a 2024 restricted-stock grant.

Did the insider sell any MBCN shares in the open market?

No. 261 shares were withheld for taxes; no discretionary sale occurred.

What is Wilson’s total direct MBCN share ownership after the Form 4 filing?

He now directly holds 7,877 common shares.

How many unvested restricted stock units does the executive still have?

Wilson has 5,714 RSUs scheduled to vest between 2026 and 2028.

Is the Form 4 transaction likely to impact MBCN’s stock price?

Impact is expected to be neutral because the activity was automatic and small relative to float.