Middlefield Banc (MBCN) EVP details restricted stock vesting in Form 4

Rhea-AI Filing Summary

Middlefield Banc Corp executive Thomas M. Wilson, EVP-Chief Strategy Officer, reported equity award activity and updated holdings. On January 14, 2026, he acquired 895 shares of common stock at $34.50 per share through the vesting of restricted stock originally granted on January 14, 2025. On the same date, 307 shares at $34.50 per share were disposed of under code F, typically used for shares withheld to cover taxes on vesting.

After these transactions, Wilson directly owned 9,636 shares of common stock and indirectly owned 12,498 shares held in an IRA. He also held two conditional stock awards covering 1,708 and 1,790 shares of common stock, which vest ratably over three years if he remains continuously employed, and do not carry voting, dividend, or other shareholder rights until vested.

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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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)
01/14/2026

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	01/14/2026		A(1)		895	A	$34.5	9,943	D
Common Stock	01/14/2026		F		307	D	$34.5	9,636	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	1,790		1,790	D

Explanation of Responses:

1. The acquisition represents the vesting of restricted stock granted to the reporting person on January 14, 2025. The shares vested on the first anniversary of the grant.

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	01/16/2026
	** 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

Who is the insider reporting in Middlefield Banc Corp (MBCN)'s Form 4?

The reporting person is Thomas M. Wilson, who serves as EVP-Chief Strategy Officer of Middlefield Banc Corp.

What common stock transactions did Thomas M. Wilson report for MBCN on January 14, 2026?

On January 14, 2026, Wilson acquired 895 shares of common stock at $34.50 per share through restricted stock vesting and disposed of 307 shares at $34.50 per share under transaction code F.

How many MBCN shares does Thomas M. Wilson own after the reported transactions?

Following the reported transactions, Wilson directly owned 9,636 shares of Middlefield Banc Corp common stock and indirectly owned 12,498 shares held in an IRA.

What are the terms of the conditional stock awards held by Thomas M. Wilson at MBCN?

Wilson holds two conditional stock awards covering 1,708 and 1,790 shares of common stock. These restricted stock grants vest ratably over three years if he remains continuously employed, and until vesting they provide no voting, dividend, or other shareholder rights.

What caused the 895-share acquisition reported by Thomas M. Wilson at MBCN?

The 895-share acquisition represents the vesting of restricted stock that was granted to Wilson on January 14, 2025, which vested on the first anniversary of the grant.

Does the Form 4 for MBCN describe any dividends or voting rights for Wilson's unvested awards?

No. The explanations state that until the restricted stock awards vest, they confer no right to vote, no right to dividends, and no other shareholder rights to the recipient.